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Introduction to the listing of H shares of PRC Companies on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“the GEM”)

Introduction to the listing of H shares of  PRC Companies on the Growth Enterprise Market of  The Stock Exchange of Hong Kong Limited (“the GEM”)

2. Application Procedures and Requirements

GEM Listing Committee/Division

  1. Application for listing on the GEM is to be made to the GEM Listing Committee.
  2. All documents have to be submitted to the GEM Listing Division which will review all applications.

Application Procedures

  • An application must be made to the Exchange for the purpose of listing securities issued by a new applicant. The sponsor must contact the GEM Listing Division to ascertain a date on which the GEM Listing Committee may consider the new applicant’s application for listing (the “Provisional Hearing Date”)
  • Each sponsor must submit to the Exchange the Sponsor’s Undertaking required by Rule 6A.03 in the form set out in paragraph 21 of Appendix 5a and the Sponsor’s Statement Relating to Independence in the form of Form K of Appendix 7 no later than the date on which documents in connection with the listing are submitted to the Exchange. If a sponsor is appointed after that date, the Undertaking and Statement Relating to Independence should be submitted on the earlier of the sponsor agreeing its terms of engagement and its commencing work for the applicant.
  • A new applicant must apply to the GEM Listing Division on the prescribed listing application form at least 25 clear business days prior to the Provisional Hearing Date. The listing application form must be accompanied by:
    1. The documents, as applicable, stipulated in Rules 12.22 and 12.23 of the GEM Listing Rules (the “25-day Documents” as referred to below);
    2. A certified extract from the board minutes of the new applicant authorising the submission of the listing application form; and
    3. The non-refundable initial listing fee in the amount specified in Appendix 9 of the GEM Listing
  • Hearing (the meeting at which the GEM Listing Committee considers the new applicant’s application for listing)
  • Preliminary approval/rejection notice issued in respect of the listing application
  • Registration of the prospectus
  • Issue of the listing document
  • Official notification issued in respect of the listing approval
  • Trading commences

Here is a GEM Listing Flowchart

Introduction-to-the-listing-of-H-shares-of-PRC-companies-on-the-Growth-Enterprise-Market-of-the-Stock-Exchange-of-Hong-Kong-Limited-GEM-listing-flowchart

Documentary requirements

PRC Issuer

Documentary Requirements

(At the time of application for listing on GEM)

Set out below is a list of the documents which must accompany the listing application (as set out in Rules 12.22, 12.23 and 25.16 and required under Rule 12.14). All references to rules and appendices are to the rules and appendices of the GEM Listing Rules.

Required document(s) Form Responsible Party
1. Board minutes of PRC issuer authorising submission of listing application and approving undertaking, declaration and acknowledgements Certified extract Company’s HK legal adviser/Company’s PRC legal adviser
2. Non-refundable initial listing fee (see Appendix 9) Company/Sponsor
3. Prospectus duly annotated in the margin of its anticipated final form 6 proofs Sponsor/Sponsor’s HK legal adviser
4. Memorandum and articles of association of PRC issuer duly annotated in the margin 3 certified copies

Company’s PRC legal adviser/

Company’s HK legal adviser

5. A letter of compliance in respect of the memorandum and articles from the sponsor or legal adviser Original Sponsor/Company’s HK legal adviser
6. Anticipated final draft of any statement of adjustments relating to the accountants’ report 3 copies Accountant
7. Every material 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 Copy

Company’s PRC legal adviser/

Company’s HK legal adviser

8. The anticipated final draft or proof of any formal notice, where applicable 3 copies Sponsor
9. The anticipated final draft or proof of any applicable application form (including any excess or preferential application form) to subscribe or purchase the securities for which listing is sought 3 copies Sponsor
10. Notice(s) of meeting (if any) referred to in the prospectus Copy Company’s HK legal adviser/Company’s PRC legal adviser
11. The resolution(s) of PRC issuer in general meeting (if any) authorising the allotment of all securities for which listing is sought Certified copy Company’s HK legal adviser/Company’s PRC legal adviser
12. All resolutions which have been passed by the PRC issuer and which are required to be registered under the Companies Ordinance Copy Company’s HK legal adviser/Company’s PRC legal adviser
13. Resolution(s) of the board of directors or board committee authorising the allotment of securities, making of application for listing, admission into CCASS, and approving and authorising the issue of prospectus Certified copy Company’s HK legal adviser/Company’s PRC legal adviser
14. Anticipated final drafts or proofs of the definitive certificate or other document of title (which must comply with Part B of Appendix 2) 3 copies Sponsor
15. The anticipated final draft of a letter from the sponsor confirming that it is satisfied that the statement by the issuer’s directors 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 Copy Sponsor/Accountant
16. Where the prospectus contains a profit forecast, the anticipated final draft reports thereon by the reporting accountants and the sponsor 3 copies Sponsor/Accountant
17. The anticipated final draft of the profit forecast memorandum with principal assumptions, accounting policies and calculations for the forecasts 3 copies Sponsor/Accountant
18. Any application for a waiver of any provision of the GEM Listing Rules. Original Sponsor/Company’s HK legal adviser
19. Annual report and accounts of the companies which comprise or will comprise the group of PRC issuer for each of the years forming the subject of the accountants’ report (Rule 11.10 of the GEM Listing Rules) Original Accountant
20. A formal declaration, undertaking and acknowledgement, duly signed by each director and proposed director, each supervisor and proposed supervisor Original (in the form set out in Appendix 6B & 6C) Company’s HK legal adviser
21. The certificate of incorporation and any certificates of incorporation on change of name or equivalent document of the PRC issuer Certified copy

Company’s HK legal adviser/

Company’s PRC legal adviser

22. The certificate (if any) entitling the PRC issuer to commence business Certified copy Company’s HK legal adviser
23. Any checklist(s) in the form prescribed by the Stock Exchange from time to time, duly completed Original Company’s HK legal adviser
24.

Where the promoter or other interested party is a limited company or a firm, a statutory declaration as to the identity of those who control it or are interested in its profits or assets: (responsible for checklist on (1) property valuation; (2) articles of association; (3) documents of title; (4) share schemes)

Sponsor’s HK legal adviser:

(responsible for checklist on (1) third schedule of CO; (2) other CO requirements; (3) GEM listing rules Appendix 1A; (4) general compliance with GEM listing rules

Valuers:

(responsible for checklist on property valuation)

Original Company’s HK legal adviser/Company’s PRC legal adviser
25. If the PRC issuer has any corporate shareholder holding over 5% of the issued capital, a declaration by a duly authorised officer of each such corporate shareholder, giving details of its registered office, directors, shareholders and business Original Company’s HK legal adviser
26. If the securities of the PRC issuer are or are to be listed on one or more stock exchange, a written submission to the Exchange stating whether in the sponsor’s opinion the PRC issuer’s directors appreciate the differences as well as the similarities between H Shares and the shares listed on such other stock exchanges and between the rights and obligations of holders of such shares and the basis for such opinion. The sponsor must also explain how the PRC issuer’s directors propose to co-ordinate and comply in a timely manner with their obligations under the requirements of the Exchange and such other stock exchanges 3 copies Sponsor
27. The anticipated final draft contract between the PRC issuer and every director and officer, each of which must contain the undertakings and arbitration clause required by and referred to in rule 25.41 and which must be marked in the margin to indicate where such provisions appear 3 copies Company’s HK legal adviser/Company’s PRC legal adviser
28. The anticipated final draft contract between the PRC issuer and every supervisor, each of which must contain the undertakings and arbitration clause required by and referred to in rule 25.42 and which must be marked in the margin to indicate where such provisions appear 3 copies Company’s HK legal adviser/Company’s PRC legal adviser
29. The anticipated final draft legal opinion by the PRC’s issuer’s HK legal adviser, citing and attaching the legal opinion by PRC lawyers authorised by the relevant authorities in the PRC to advise on securities laws, confirming the due incorporation and legal person status of PRC issuer as a joint stock limited company under PRC law and the obtaining of all relevant regulatory approvals in the PRC required for the issue and listing contemplated by the PRC’s issuer’s listing application 3 copies Company’s HK legal adviser/Company’s PRC legal adviser
30. Draft share option scheme Note 1 Draft

Company’s PRC legal adviser/

Company’s HK legal adviser


Note 1 Although not expressly set out in rules 12.22, 12.23 and 25.16 of the GEM Listing Rules, it is also required to be vetted by the Stock Exchange

Skills

Posted on

2007-11-30