Frequently Asked Questions 
25/09/2014 
 

1.  What are the factors to take into consideration when choosing a listing venue?
 

Choosing the right listing venue for your company is an important decision as this will directly affect your company's profile, growth and even investor confidence. Hong Kong boasts many of the essential factors which must be taken into consideration when assessing the attractiveness of a listing venue. These include:

  • Political and economic stability
  • Level playing field
  • Reputation and international recognition
  • Efficient market place supported by a strong trading, clearing and settlement infrastructure
  • Strong regulatory and accounting framework
  • Ability to attract foreign and institutional investors
  • Rule of law and independent judiciary
  • Free flow of capital and information
  • Good corporate governance and high degree of transparency

In addition, Mainland Chinese companies and those companies with substantial operations in Mainland China would be able to leverage on Hong Kong's position as the "home market" to Mainland China.
 

2.  What are the key differences between the Main Board and GEM?
 

The Main Board enables established companies that meet a higher profit or other financial standards requirements (please see Basic Requirements for Equities) to raise funds in the market.  Equity securities can be listed on the Main Board in the form of shares or depositary receipts (HDRs).
  
With effect from 1 July 2008, GEM will be positioned as a second board and a stepping stone towards the Main Board.  Equity securities can only be listed in the form of shares on GEM.
 

3.  What are the major fees in floating a company?
 

Apart from the Initial Listing Fees and Annual Listing Fees which are payable to our Exchange, the cost of listing also involves those charges incurred for the services provided by various professional parties. The fees charged by these parties will vary greatly depending on, for example, the complexity of the listing exercise and the size of the share offer.  Professional parties which might be involved in your listing application include:

  • Sponsors
  • Reporting Accountants
  • Legal Advisers
  • Valuers
  • Underwriters / Placing Agents
  • Printers
  • Public Relation Agents
  • Others
     
4.  How long does the listing process take?
 
  1. Listing Preparatory Work

    Prior to the submission of a listing application to our Exchange, a new applicant's professional advisers will work together, among other things, to restructure the company in preparation for listing, perform due diligence work and to draft the company's listing document. The timeframe involved for such preparatory work will usually depend on the complexity of the new applicant's case.

  2. The Exchange's Listing Process

    Upon completion of the listing preparatory work described above, a new applicant's sponsor will submit the listing application on its behalf to our Exchange. Subsequent thereto, our Listing Division colleagues will process the listing application.  More information on the Listing Process:

5.  Is there a quota for new listing applications?
 

Our Exchange does not impose a quota for processing new listing applications. We will commence the review of the listing document immediately upon lodgment of the listing application (provided such document is in an advanced form) and the relevant  supporting documentation in accordance with our Main Board or GEM Listing Rules, as the case may be.

For the number of Main Board and GEM listing applications currently under review, please see:

6. Is there an automatic transfer from GEM to the Main Board?

There is no automatic transfer mechanism from GEM to the Main Board.  However, if a GEM-listed issuer meets the Main Board admission criteria, has been listed on GEM for a full financial year, and is not a subject of disciplinary investigations by the Exchange for serious or potential serious rule breaches during the preceding 12 months, it can apply to the Listing Division for a transfer of listing from GEM to Main Board.

For more information, please see Main Board Listing Rules Chapter 9A

 

7. Are there any restrictions on share disposal immediately upon listing?

The Exchange imposes certain restrictions on the disposal of shares by Controlling Shareholders following a company's new listing (Main Board Listing Rules 10.07, GEM Listing Rules 13.15-13.20). Essentially, any person regarded as a Controlling Shareholder at the time of listing shall not:

  1. dispose of his shares in the listed issuer in the period commencing on the date by reference to which disclosure of the shareholding of the Controlling Shareholders is made in the listing document and ending on the date which is six months from the date on which dealings in the securities of a new applicant commence on the Exchange; or
  2. dispose of his interest in the issuer if such disposal would result in him ceasing to be a Controlling Shareholder in the period of six months commencing on the date on which the period referred to above expires.

Controlling Shareholder(s) of a new applicant must undertake to the issuer and the Exchange to disclose any pledge/charge of any securities beneficially owned by him/them in favour of an authorised institution that was made within the period commencing on the date by reference to which disclosure of the shareholding of the controlling shareholder(s) is made in the listing document and ending on the date which is 12 months from the date on which dealings in the securities of a new applicant commence on the Exchange.
 

8 What are the financial disclosure obligations of a listed issuer?
Main Board GEM

Main Board issuers must publish:

  • preliminary announcements of annual financial results not later than 3 months; and
  • preliminary announcement of half-year financial results not later than 2 months after the date upon which the financial period ended.

GEM issuers must publish:

  • preliminary announcements of annual financial results not later than 3 months;
  • half-year reports not later than 45 days; and
  • quarterly reports not later than 45 days after the date upon which the financial period ended.
     
   
9. Where can I find publications about listing in Hong Kong?

Our brochure "Listing in Hong Kong" summarises the salient features of listing on our Main Board and GEM and can be downloaded from our website. 
 

Also you may learn the latest updates of listing activities in Hong Kong at our Bi-monthly Newsletter.
10. How to choose a sponsor?

It is a pre-requisite for Main Board and GEM new applicants to appoint a sponsor to help them prepare for listing. The role of the sponsor includes lodging with the Exchange the formal application for listing (and all supporting documents) on behalf of the new applicant and dealing with the Exchange on all matters arising in connection with the application.

A sponsor is a corporation or authorised financial institution, licensed or registered under the Securities and Futures Ordinance for Type 6 regulated activity and permitted under its licence or certificate of registration to undertake work as a sponsor.  For more information, please refer to list of sponsors on the website of Securities and Futures Commission.
 

11. What is the role of the Listing Committee?

The Listing Committee has the power and functions of the Board in respect of all listing matters, including approving listing applications that have been recommended for approval by our Listing Division. The exercise of such powers and functions is only subject to the powers of review of the Listing Appeals Committee.

The role of approval of a GEM listing has been delegated by the Listing Committee to our Listing Division.
 

12. Depositary Receipts Framework

Companies can apply for a listing on the Main Board of the Exchange in the form of shares or depositary receipts (HDRs).  The HDR framework is formed as an alternative facility for, among others, issuers from jurisdictions that prohibit the issuance of shares or the maintenance of a share register overseas.

The listing regime for listing of HDR is generally the same as for listing of shares on the Main Board of the Exchange.  Requirements for admission, the listing process, and the continuing obligations are generally equivalent.

For more information on listing your company by way of HDR, please visit our “Depositary Receipt Framework” section.