SERIES 24 FAQ
User Manual: SERIES 24
Open the PDF directly: View PDF 
.
Page Count: 18
| Download | |
| Open PDF In Browser | View PDF |
Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) Listing Rule changes to complement the Securities and Futures Commission’s New Sponsor Regulation effective on 1 October 2013 Status of “Frequently Asked Questions” The following frequently asked questions (FAQs) are designed to assist applicants and professional advisers including sponsors to understand and comply with the Listing Rule changes to complement the Securities and Futures Commission’s new sponsor regulation effective on 1 October 2013, particularly in situations not explicitly set out in the Listing Rules or where further clarification may be desirable. You should refer to the Listing Rules themselves together with the relevant Guidance Letters and, if necessary, seek advice from qualified professional advisers. You should also refer to the transitional arrangements as set out in the Exchange’s announcement issued on 23 July 2013. The FAQs are not substitutes for the Listing Rules. If there is any discrepancy between the FAQs and the Listing Rules, the Listing Rules prevail. Defined terms used herein have the same meaning as ascribed to them in the relevant rules and guidance, unless stated otherwise. In formulating our “responses”, we may have assumed certain underlying facts, selectively summarised the Listing Rules or concentrated on one particular aspect of the question. They are not definitive and do not apply to all cases where the scenario may at first appear similar. In any given case, regard must be given to all the relevant facts and circumstances. The Listing Division may be consulted on a confidential basis. Contact the Listing Division at the earliest opportunity with any queries. Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response General 1 Main Board – Rule 12.01A GEM – Rule 16.01A Where there are revisions to an Application Proof, is an applicant required to publish the subsequent proofs of listing documents on the Exchange’s website? 2 3 An applicant is only required to publish its Application Proof, which is the draft listing document submitted with a listing application form, on the Exchange’s website. Unless the listing application lapses, no other proofs are required to be published on the Exchange’s website except for the applicant’s PHIP or the final document. (see also Question 4 below regarding the transitional arrangements) (Deleted on 7 November 2013) Main Board – Rules 9.03(3) and 9.11(1) GEM – Rules 12.09(1) and 12.22(1) What are the “other relevant documents”/ “other documents” referred to in the Listing Rules that should be submitted and included in the CD – ROMs at the same time of filing a listing application? Besides the Application Proof, “other documents” are documents referred in items 3 to 7 of Attachment IM/ IG in Guidance Letter HKEx-GL55-13, where applicable. If an applicant submitted a listing application on or before 30 September 2013 (the “Original Application”) and re-submits a new application on or after 1 October 2013, what documentary requirements is the applicant required to comply with under the new sponsor regulation which became effective on 1 October 2013? This depends on whether the applicant re-submits within three months after the Original Application has lapsed (see Note below). Guidance Letter HKEx-GL55-13 3A Main Board – Rules 9.10A and 9.11 GEM – Rules 12.22 to 12.26 Guidance Letter HKEx-GL55-13 If an applicant re-submits a new application more than three months after the Original Application has lapsed, the applicant is required to comply fully with the documentary requirements under the Listing Rules and GL55-13 effective on 1 October 2013. If an applicant re-submits a new application within three months after the Original Application has lapsed, the applicant is required Page 2 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response to comply with the following documentary requirements: (i) the documentary requirements under the Listing Rules and checklists in effect at the time of its original application (subject to Guidance Letter HKEx-GL7-09, which provides that all the Application Documents previously submitted to the Exchange will remain valid and applicable, unless there have been material changes in them). The Listing Rules and checklists in effect before 1 October 2013 can be found in the following websites: Main Board – http://www.hkex.com.hk/eng/rulesreg/listrules/listguid/iporq/ mbrule_pv.htm GEM – http://www.hkex.com.hk/eng/rulesreg/listrules/listguid/iporq/ gemrule_pv.htm Checklists http://www.hkex.com.hk/eng/rulesreg/listrules/listipo/guidelin es_bfoct.htm (ii) the following documents to be provided to the Exchange upon re-submission of the listing application (Rule references below are to the Listing Rules effective on 1 October 2013): Page 3 of 18 a sponsor’s undertaking and statement of independence (Main Board: Rule 9.11(1)/ Appendix 17; GEM: Rule 12.23(2)/ Appendix 7K); a written confirmation signed by each director/supervisor that the information in the Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Application Proof is accurate and complete in all material respects and is not misleading or deceptive (Main Board: 9.11(3a); GEM: 12.23(2a)); a confirmation from the Reporting Accountants that no significant adjustment is expected to be made to the draft Accountants’ Report (Guidance Letter HKExGL58-13); and a confirmation from each of the experts (excluding the Reporting Accountants) that no material change is expected to be made to the relevant expert opinion (Guidance Letter HKEx-GL60-13); and (iii) a sponsor’s declaration (Main Board: Rule 9.11(32)/ Appendix 19; GEM: Rule 12.24(1)/ Appendix 7G) to be provided on or before the listing document date (if the listing application is re-submitted after the listing document date, on or before the business day immediately before dealings in the shares commence). (Note: Under Guidance Letter HKEx-GL7-09, a re-filed application submitted within three months of a lapsed application by an applicant is regarded as a renewal/continuance of its original application.) (Added on 7 November 2013) Page 4 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 4 Relevant Rules and Guidance Main Board – Paragraph 9 to Practice Note 22 GEM – Paragraph 8 to Practice Note 5 Query Response For the Listing Rule changes to complement the Commission’s new sponsor regulation effective on 1 October 2013, is there any transitional arrangement? Please refer to paragraphs A.15 to A.17 of Guidance Letter HKEx-GL57-13 which list out details of the transitional arrangements. What is the date of the sponsor’s formal appointment referred to in the Listing Rules? The date of the sponsor’s formal appointment shall be the date of the engagement letter, provided that if the Exchange considers that a sponsor has not notified the Exchange in writing of its appointment as soon as practicable as required under Main Board Rule 3A.02A(1)/ GEM Rule 6A.02A(1), it may treat the date of the notification as the date of the sponsor’s formal appointment when determining whether the two month requirement under Main Board Rule 3A.02B(1)/ GEM Rule 6A.02B(1) has been met. The Exchange normally expects notification within five business days from the date of the engagement letter. Guidance Letters HKEx-GL56-13, HKEx-GL57-13 5 Main Board – Rules 3A.02A(1) and 3A.02B(1) GEM – Rules 6A.02A(1) and 6A.02B(1) (Updated on 7 November 2013) 6 Main Board – 3A.02B(1) GEM – 6A.02B(1) When should a sponsor notify the Exchange of its appointment? Page 5 of 18 A sponsor is required to submit notification of their appointment at least two months before the listing application is submitted. Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Arrangements for listing application submitted/ notification of sponsors before 1 October 2013 7 Main Board – Rules 3A.02A(1) and 3A.05 GEM – Rules 6A.02A(1) and 6A.05 For listing applications submitted on or after 1 October 2013, a sponsor must notify the Exchange in writing of its appointment as soon as practicable. If a sponsor is appointed before 1 October 2013, say 1 August 2013, should the sponsor notify the Exchange in writing of its appointment as soon as practicable under Main Board Rule 3A.02A(1)/ GEM Rule 6A.02A(1) even though these rule changes are not effective until 1 October 2013? And if the answer is affirmative, whether the terms of engagement should comply with the requirements under Main Board Rule 3A.05/ GEM Rule 6A.05? Effective 1 October 2013, sponsors are obliged by paragraph 17.11(b) of the Code of Conduct and Main Board Rule 3A.02A/ GEM Rule 6A.02A to advise the Exchange as soon as practicable of their appointment regardless of whether a listing application has been submitted. If a sponsor is already appointed or will be appointed before the effective date of the above (i.e. 1 October 2013), it should still submit notification of its appointment to the Exchange as soon as practicable to facilitate processing of the new applicant’s listing application when that application is submitted. As a means of notification, a sponsor needs to provide a copy of its engagement letter to the Exchange. Effective 1 October 2013, a sponsor’s terms of engagement in relation to a listing application must comply with the requirements of paragraph 17.11(b) of the Code of Conduct and Main Board Rule 3A.05/ GEM Rule 6A.05. In relation to the above notification prior to 1 October 2013, and where a sponsor has already been appointed with terms of appointment that do not comply with these requirements, revised terms that comply with these requirements must be agreed not later than the date the sponsor notifies the Exchange of its appointment. See also Question 5 above. (Updated on 7 November 2013) Page 6 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 8 Relevant Rules and Guidance Main Board – Rule 3A.02A(2) GEM – Rule 6A.02A(2) 9 Main Board – Rule 3A.02B(2) GEM – Rule 6A.02B(2) 10 Main Board – Rules 3A.02A(1), 3A.02B(1) and 3A.05 GEM – Rules 6A.02A(1), 6A.02B(1) and 6A.05 Query Response If a sponsor notified the Exchange of its appointment prior to 1 October 2013 and ceases to act for the new applicant on or after 1 October 2013, is it required to inform the Exchange in writing, as soon as practicable, of its reasons for ceasing to act? Yes. Where a sponsor ceases to act for a new applicant on or after 1 October 2013, the Exchange expects the relevant sponsor to submit its reasons for ceasing to act as soon as practicable. Under the Listing Rules, where more than one sponsor is appointed in respect of a listing application, the listing application can only be submitted not less than two months from the date the last sponsor is formally appointed. Does this requirement apply to a listing application submitted before 1 October 2013? If a listing application is submitted prior to 1 October 2013, the requirement does not apply. If a listing application submitted on or before 30 September 2013 (the “Original Application”) lapses and is re-submitted on or after 1 October 2013 (the “Re-Submission”), is the sponsor required to submit notification to the Exchange of its appointment at least two months before the ReSubmission? The Exchange will not apply the two-month requirement under Main Board Rule 3A.02B(1)/ GEM Rule 6A.02B(1) with regard to the Re-Submission if: (Updated on 7 November 2013) See also Question 10 below. (Updated on 7 November 2013) 1. The Re-Submission is filed within three months after the Original Application has lapsed (See Note below) ; 2. There is no change in sponsors (including the addition or removal of a sponsor); and the sponsor notifies the Exchange of its appointment in writing under Main Board Rule 3A.02A(1)/GEM Rule 6A.02A(1) with an engagement letter that complies with paragraph 17.11(b) of the Code of Conduct and Main Board Rule 3A.05/GEM Rule 6A.05 as soon as practicable and in any event no later than the Re-submission. (Note : Under Guidance Letter HKEx-GL7-09, a re-filed Page 7 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response application submitted within three months of a lapsed application by an applicant is regarded as a renewal/continuance of its original application.) (Updated on 7 November 2013) 11 N/A If a listing application is subject to the old Listing Rules because it was submitted before 1 October 2013, where can the relevant Listing Rules and Guidance Letters be found? After 1 October 2013, all applicable Listing Rules and Guidance Letters relating to administrative or filing procedures applicable prior to 1 October 2013 can be viewed from the following websites. Main Board – http://www.hkex.com.hk/eng/rulesreg/listrules/listguid/iporq/mbru le_pv.htm GEM – http://www.hkex.com.hk/eng/rulesreg/listrules/listguid/iporq/gemr ule_pv.htm (Updated on 30 September 2013) Transfer application from GEM to Main Board 12 Main Board – Rule 9A.03(2) Are the GEM transfer applications subject to the Listing Rule changes to complement the Commission’s new sponsor regulation? Page 8 of 18 The Listing Rule changes to complement the Commission’s new sponsor regulation do not apply to GEM transfer applications because there is no requirement for a sponsor or listing document. Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Initial listing fee 13 Main Board – Note 2 to Rule 9.03(1)(b) For Returned Applications, will the initial listing fee be refunded? GEM – Note to Rule 12.14(4) Where the Exchange returns a listing application to an applicant before it issues its first comment letter, the initial listing fee will be refunded. Where the Exchange has issued its first comment letter to the sponsor, the initial listing fee will be forfeited. Pre-IPO enquires 14 N/A What is the Exchange’s policy on pre-IPO enquires? The Exchange will only consider pre-IPO enquires which are novel and specific. Sponsors cannot shift their responsibility to ensure that an Application Proof is substantially complete to the Exchange or the Commission by abusing the pre-IPO enquiry process. The pre-IPO enquiry process should not be taken as a means to get a listing document pre-vetted before an application is submitted. Any such enquiries will not be considered. Sponsors and advisors are advised to follow the guidance in the relevant Listing Decisions and Guidance Letters issued by the Exchange from time to time. Pre-IPO enquires on a no-name basis will also not be considered. Page 9 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Waiver from publication of Application Proof 15 Main Board – Paragraph 19 to Practice Note 22 GEM – Paragraph 18 to Practice Note 5 Guidance Letter HKEx-GL57-13 16 Main Board – Paragraph 19 to Practice Note 22 GEM – Paragraph 18 to Practice Note 5 For spin-offs/ dual listings/ deemed new listings (reverse takeover), are the applicants required to follow the Listing Rule changes to complement the Commission’s new sponsor regulation effective on 1 October 2013, including the eight weeks moratorium for Returned Applications, and publication of Application Proofs on the Exchange’s website? Applicants are subject to the new requirements including the eight weeks moratorium for Returned Applications. Unless a waiver is granted, the applicants are required to publish their Application Proofs on the Exchange’s website. Please refer to the relevant Listing Rules and Guidance Letter HKEx-GL57-13. Under what circumstances will the Exchange consider a waiver from the publication requirements of the Application Proof? The Exchange or the Commission may waive or modify the publication requirements based on the facts and circumstances of the applicant. Applicants are encouraged to consult the Exchange at an early stage if they envisage any difficulties in complying with the requirements. Guidance Letter HKEx-GL57-13 In the case of a spin-off from an overseas listed parent, HKExGL57-13 paragraph A.12 sets out some of the factors which the Exchange or the Commission (as the case may be) will take into account when considering a waiver from the publication requirements but these factors are not meant to be exhaustive and applicants are encouraged to consult the Exchange at an early stage. Page 10 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Complaints/ allegations received 17 Main Board – Rule 9.08(2) GEM – Rule 12.10(2) Guidance Letter HKEx-GL57-13 If there are complaints/ allegations in media reports made against an applicant after its Application Proof/ PHIP is published on the Exchange’s website, can the applicant respond to the complaints/ allegations? An applicant at its own discretion can publish a statement on the Exchange’s website stating that no reliance should be placed on any media reports relating to its published Application Proof/ PHIP as permitted under the Listing Rules. This statement does not need to be pre-vet but a copy should be submitted to the Exchange before its publication. A template of the statement has been included in Guidance Letter HKEx-GL57-13. However, other statements that do not comply with the Listing Rules will require the Exchange’s pre-vetting and approval before its publication. Acceptance for vetting 18 (Deleted on 30 September 2014) Vetting process 19 Main Board – Rules 9.03(2), 9.11(17c), 9.11(18) GEM – Rules 12.12, 12.23(6) When the Exchange considers that a listing application is ready to be presented to the Listing Committee/ GEM Listing Approval Group for consideration, how will the sponsor be informed? Page 11 of 18 When a listing application is ready to be presented to the Listing Committee/ GEM Listing Approval Group for consideration, the sponsor will receive a “Notice to hearing” letter from the Exchange whereby the sponsor and the applicant should timely submit all relevant documents as required under the Listing Rules to enable the Exchange to process listing applications efficiently. Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 20 Relevant Rules and Guidance N/A Query Response How long would it take for a listing application to be presented to the Listing Committee/ GEM Listing Approval Group for consideration? Assuming that the Exchange issued two rounds of comments and the sponsor responded within five business days for each round of comment, it would normally take about 40 business days to present an application to the Listing Committee/ GEM Listing Approval Group for its consideration. This timeframe may be shortened depending on the quality of the Application Proof and the sponsor’s responses to the regulators’ comments. Applicants may submit a timetable on the basis it would take around 25 business days from the date of the listing application to the Listing Committee/ GEM Listing Approval Group hearing. In the case of an applicant which is a mineral company under Chapter 18 of the Listing Rules/ Chapter 18A of the GEM Listing Rules, in addition to the quality of the Application Proof and the sponsor’s responses to the regulators’ comments, the timeframe will also depend on the quality of the Competent Person’s Report. The independent consultants on the panel to assist the Exchange in the review of the Competent Person’s Reports have agreed to endeavour to meet the streamlined process timetable as described above but there may be cases where some delay may occur (e.g. due to the quality of the Competent Person’s Report). Page 12 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response Logistical arrangement – posting on the Exchange’s website 21 Main Board – Paragraphs 3 and 9 to Practice Note 22 GEM – Paragraphs 2 and 8 to Practice Note 5 Is an applicant required to submit both the English and Chinese versions of the Application Proof to the Exchange during the six-month suspension period from 1 October 2013 to 31 March 2014 (both dates inclusive)? Paragraphs 3 and 9 of Main Board Practice Note 22/ paragraphs 2 and 8 of GEM Practice Note 5 require that both the English and Chinese versions of the Application Proof be published on the Exchange’s website. During the suspension period from 1 October 2013 to 31 March 2014 (both dates inclusive), applicants are required to submit only the English version of the Application Proofs to the Exchange. (see paragraph A.15 of Guidance Letter HKEx-GL57-13) Does the six-month suspension period from 1 October 2013 to 31 March 2014 (both dates inclusive) apply to PHIP in terms of publication on the Exchange’s website and submission of both English and Chinese versions? The six-month suspension period does not apply to PHIP in terms of publication on the Exchange’s website and submission of both English and Chinese versions. Therefore when PHIP is used, an applicant is required to submit and publish both the English and Chinese versions of the PHIPs on the Exchange’s website in accordance with the Listing Rules. Guidance Letter HKEx-GL57-13 22 Main Board – Paragraph 12 to Practice Note 22 GEM – Paragraph 11 to Practice Note 5 23 Main Board – Paragraphs 6 to 8 to Practice Note 22 What is the Exchange’s expected wording of the confirmation from an applicant’s legal adviser in relation to the redactions of an Application Proof GEM – Paragraph 5 to 7 to Practice and a PHIP for publication of these documents? Note 5 Guidance Letter HKEx-GL57-13 Page 13 of 18 The Exchange expects the legal confirmation to follow the wording set out in paragraph 7 to Main Board Practice Note 22/ paragraph 6 to GEM Practice Note 5. Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 23A Relevant Rules and Guidance Main Board – Paragraph 5 to Practice Note 22 GEM – Paragraph 4 to Practice Note 5 Query Response For the purpose of publication on the Exchange’s website, can an applicant redact more information in an Application Proof or a PHIP than that set out in Table A of HKEx-GL56-13 (or Enclosure 2 of HKEx-GL57-13)? Guidance Letters HKEx-GL56-13 and HKEx-GL57-13 Besides what is stipulated in HKEx-GL56-13 (or HKEx-GL5713), an applicant should not redact any more information in an Application Proof or a PHIP unless prior consent is obtained from the Exchange. Paragraph 5 to Practice Note 22 to the Main Board Rules (Paragraph 4 to Practice Note 5 to the GEM Rules) provides that a new applicant must redact an Application Proof and a PHIP only to the extent necessary for these documents not to be in breach of the prospectus or advertisement requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Securities and Futures Ordinance. The rationale is that additional redactions in these documents would reduce their information value. To facilitate compliance with the Listing Rules, Table A of HKEx-GL56-13 (or Enclosure 2 of HKEx-GL57-13) set out all the information that should be redacted. Any information not included in Table A may not be redacted without prior consent from the Exchange. The Exchange has noted that certain information not listed in Table A, such as the sponsor’s name, the identity of the other professional parties, and the sponsor’s views on connected transactions have been redacted in recent Application Proofs to be posted on the Exchange’s website. Failure to adhere to the permitted redactions in Table A of HKEx-GL56-13 (or Enclosure 2 of HKEx-GL57-13) can be a breach of the Listing Rules. The Exchange would require the applicant to repost on the Exchange’s website the Application Proof (or the PHIP, as the case may be) to provide the missing information. (Added on 22 April 2014) Page 14 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 24 Relevant Rules and Guidance Main Board – Paragraph 21 to Practice Note 22 GEM – Paragraph 20 to Practice Note 5 Query Response Once an Application Proof is published on the Exchange’s website, will it be removed if an applicant’s application is subsequently returned? All information relating to the applicant originally under the “Active” status mark on the Exchange’s website will be removed, and the Exchange’s website will only publish the name of the applicant and its sponsor, and the date of the return. Guidance Letter HKEx-GL57-13 25 Main Board – Paragraph 21 to Practice Note 22 GEM – Paragraph 20 to Practice Note 5 An applicant’s Application Proof will be removed from the Exchange’s website upon completion of all the review procedures for the return decision or the time for invoking such review has lapsed. Will the details of a Returned Application be removed from the Exchange’s website when the application is re-submitted subsequently? The name of the applicant and its sponsor, and the date of the return will not be removed from the Exchange’s website even if the application is subsequently re-submitted. For Returned Applications, when will the eight weeks moratorium start? The eight weeks moratorium starts from the date of the return letter. Should the sponsor and the applicant address all comments of the Exchange before the PHIP can be submitted for publication? How will an applicant know if all comments have been addressed? An applicant’s directors should form their own view to conclude that the material comments raised by the Exchange have been addressed before a PHIP is published on the Exchange’s website. Guidance Letter HKEx-GL57-13 26 Main Board – Rule 9.03(3) GEM – Rule 12.09(3) 27 Main Board – Paragraph 12 to Practice Note 22 GEM – Paragraph 11 to Practice Note 5 Guidance Letter HKEx-GL57-13 Page 15 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. Relevant Rules and Guidance Query Response 28 Guidance Letter HKEx-GL57-13 Can a PHIP be submitted for publication on the Exchange’s website on a day where there is no HKEx-ESS service available? A PHIP can be submitted for publication on the Exchange’s website on a day where there is no HKEx-ESS service available, subject to an advance notice given to the Exchange not later than 2:00 p.m. on a business day immediately before the day for the special arrangements to take place. Please refer to Guidance Letter HKEx-GL57-13 for details. 29 Guidance Letter HKEx-GL6-09A Where an applicant wants to file a listing application under Guidance Letter HKEx-GL609A, can it file the application before the end of the stub period to be included in a final listing document? An applicant can file a listing application before the end of the stub period to be included in the final listing document, but only after its three-year trading record period (two-year trading record period for GEM applicants) has ended and subject to the conditions under Guidance Letter HKEx-GL6-09A. (Added on 3 September 2013) 30 Guidance Letter HKEx-GL56-13 Whether the amount of sponsor’s fees is required to be disclosed in a listing document? The total amount of sponsor fees paid and payable should be disclosed in the listing document according to the Commission’s Consultation Conclusions on the regulation of IPO sponsors. (Added on 3 September 2013) 31 Main Board – Paragraph 9 to Practice Note 22 GEM – Paragraph 8 to Practice Note 5 Will an Application Proof be published on the Exchange’s website after 1 April 2014 if the listing application is made between 1 October 2013 and 31 March 2014? An Application Proof submitted during the suspension period between 1 October 2013 and 31 March 2014 will not be required to be published after 1 April 2014 unless the listing application is re-filed on or after 1 April 2014. (Added on 3 September 2013) Paragraph A.15 to Guidance Letter HKEx-GL57-13 Page 16 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 32 Relevant Rules and Guidance Main Board – Paragraph 9 to Practice Note 22 GEM – Paragraph 8 to Practice Note 5 Query Response Whether an applicant is required to submit an Application Proof for publication on the Exchange’s website when it updates its stub period financial statements? An applicant is not required to submit an Application Proof for publication on the Exchange’s website when it updates its financial information if the application is still valid. When an applicant re-files a listing application (e.g. due to lapse of the last application or changes in sponsor(s), etc.), the Application Proof that accompanies the re-filed listing application which includes updated financial information will be required to be published on the Exchange’s website. (Added on 3 September 2013) 33 Main Board – Paragraph 12 to Practice Note 22 GEM – Paragraph 11 to Practice Note 5 If an applicant does not intend to book build or distribute a red herring prospectus before it publishes its prospectus, is it still required to publish a PHIP? An applicant is still required to publish a PHIP as the Rules require a PHIP to be published at the earliest practicable time upon receiving:(i) a post hearing letter with a request for posting a PHIP from the Exchange (or an approval in principle with a request for posting a PHIP from the Commission in the case of a CIS applicant who is required to publish a PHIP); and (ii) the directors conclude that the material comments of the Exchange or the Commission (as the case may be) have been addressed. This requirement is applicable to all listing applicants and certain CIS applications, irrespective of whether their applications involve a public offer, distribution of red-herring prospectus or book-building. (Added on 3 September 2013) Page 17 of 18 Frequently Asked Questions Series 24 (Released on 26 July 2013, last updated on 30 September 2014) No. 34 Relevant Rules and Guidance Main Board – Paragraph 12 to Practice Note 22 GEM – Paragraph 11 to Practice Note 5 Query Response When an applicant resubmits a listing application, is it necessary to mark-up the Application Proof against: the last Application Proof that was published on the Exchange’s website; or the last draft listing document that was submitted to the Exchange for vetting? For publication purpose, any new Application Proof submitted for publication purpose on Exchange’s website (that is submitted through the Exchange’s ESS) does not need to be marked-up against the last Application Proof that was published on the Exchange’s website. For vetting purpose, upon re-submission of a listing application (e.g. upon lapse of the last listing application), the Application Proof that accompanies the application form (Form A1/ Form 5A) should be marked-up against the latest draft listing document to enable the Exchange’s vetting team to identify the changes made. (Added on 3 September 2013) Page 18 of 18
Source Exif Data:
File Type : PDF File Type Extension : pdf MIME Type : application/pdf PDF Version : 1.5 Linearized : No Page Count : 18 Language : en-US Tagged PDF : Yes Producer : Microsoft® Word 2010 Creator : Microsoft® Word 2010 Create Date : 2014:09:30 11:23:07+08:00 Modify Date : 2014:09:30 11:23:07+08:00EXIF Metadata provided by EXIF.tools