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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”)

3. PRC Application and Approval Procedures for Listing on GEM

There are four steps for PRC application and approval procedures for listing on GEM.

PRC Application and Approval Procedures

Qualification Requirement

The applicant must be an entity which is (a) duly incorporated and operated as a joint stock limited company; (b) did not materially breach laws and regulations in the most recent two years; (c) meets the qualification requirements prescribed under the GEM Listing Rules; and (d) has retained a qualified sponsor to support the application and bear the underwriting liability.

Approval Procedure and Documentary Requirements

Step One:

three months prior to the submission to the HKSE of the listing application, the sponsor should submit to the CSRC, on behalf of the applicant, the (a) company’s application letter; (b) sponsor’s report in respect of feasibility study and intent of underwriting; and (c) approval documents on the incorporation of the company. A copy of the foregoing documents shall also be sent to the provincial government and the ministry in charge of the applicant.

Step Two:

within 20 clear days following the receipt of the documents referred to above, the CSRC shall issue a notification informing the acceptance/rejection of the application.

Step Three:

upon obtaining the CSRC’s notification of acceptance, the applicant may submit (a) a PRC legal opinion issued by a qualified PRC law firm confirming the lawful incorporation and operation of the company; (b) the accountant’s audit report on the company which is prepared in accordance with the international accounting standards; (c) the approval issued by the authority in charge of State-owned assets in respect of the management of State-owned shares (if applicable) and (d) the comparatively completed draft of the prospectus.

Step Four:

within 10 clear days following receipt of the documents referred to above, the CSRC shall issue, after consultation with the other governmental agencies, the approval/rejection letter to the applicant.

November 2007

This note is provided for information purposes only and does not constitute legal advice. Specific advice should be sought in relation to any particular situation. This note has been prepared based on the laws and regulations in force at the date of this note which may be subsequently amended, modified, re-enacted, restated or replaced.

Listing of H shares of PRC companies

Stock Exchange of Hong Kong

Growth Enterprise Market

Chapter 25 of the GEM Listing Rules

joint stock limited company

GEM Listing Committee

Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies

Mandatory Provisions for Companies Listing Overseas

Hong Kong Stock Exchange Listing

Current Share Price

Hong Kong Stock Exchange Quotes
Hong Kong Exchange Hours
Hong Kong Currency Exchange
Hong Kong Exchanges and Clearing


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Posted on

2007-11-30