Glossary 
11/12/2015 
 

The meanings ascribed to each of the terms in this Glossary have been simplified to facilitate the reader in understanding this section of the Exchange's Website on "Listing Matters". In the event of discrepancy, the full descriptions of the terms set out in the Listing Rules shall prevail. 
 

Term   
Assets Ratio The total assets which are the subject of the transaction divided by the total assets of the listed issuer
 
Business Day Any day on which the Exchange is open for the business of dealing in securities
  
Commission The Securities and Futures Commission
   
Connected Person

(1)  a director, chief executive or substantial shareholder of the listed issuer or any of its subsidiaries;
(2)  a person who was a director of the listed issuer or any of its subsidiaries in the last 12 months;
(3)  a supervisor of a PRC issuer or any of its subsidiaries;
(4)  an associate of any of the above persons;
(5)  a connected subsidiary; or
(6)  a person deemed to be connected by the Exchange.

Paragraphs (1) to (3) above do not include director, chief executive, substantial shareholder or supervisor of the listed issuer’s insignificant subsidiary or subsidiaries.

In relation to an investment company listed under Chapter 21 of Main Board Listing Rules, its connected persons also include an investment manager, investment adviser or custodian (or any connected person of any of them).

The Exchange will not normally treat a PRC Governmental Body as a connected person.  The Exchange may request a listed issuer to explain its relationship with a PRC Governmental Body and why it should not be treated as a connected person.

For a listing of depository receipts, a person holding shares of a listed issuer as a depository will not be treated as (a) an associate of the holder of the depository receipts or (b) a substantial shareholder or controlling shareholder of the listed issuer.

 

Consideration Ratio

The consideration divided by the total market capitalisation of the listed issuer, calculated by reference to the average closing price of the listed issuer's securities as stated in the Exchange's daily quotations sheets for the 5 business days immediately preceding the date of the transaction

 

Controlling Shareholder

Any person (including a holder of depositary receipts) who is, or group of persons (including any holders of depositary receipts) who are together, entitled to exercise or control the exercise of 30% (or such other amount as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings of the issuer, or who is or are in a position to control the composition of a majority of the board of directors of the issuer

 

Core connected Person a. 

for a company other than a PRC issuer, or any subsidiary of a PRC issuer, means a director, chief executive or substantial shareholder of the company or any of its subsidiaries or a close associate of any of them; and

 

b.

for a PRC issuer means a director, supervisor, chief executive or substantial shareholder of the PRC issuer or any of its subsidiaries or close associate of any of them

 

Depositary The entity appointed and authorised by an issuer or cancel depositary receipts representing the shares of the issuer deposited that entity
  
Depositary Receipts Instruments issued by a depositary on behalf of an issuer which are listed or are the subject of an application for listing on the Exchange and which evidence the interests and rights in shares of the issuer as provided by the deposit agreement
  
Discloseable Transaction A transaction or a series of transactions by a listed issuer where any percentage ratio is 5% or more, but less than 25%
  
Equity Capital Ratio The nominal value of the listed issuer's equity capital issued as consideration divided by the nominal value of the listed issuer's issued equity capital immediately before the transaction
  
Equity Securities Shares (including preference shares and depositary receipts), depositary receipts, convertible equity securities and options, warrants or similar rights to subscribe or purchase shares or convertible equity securities, but excluding interests in a Collective Investment Scheme
   
Exchange The Stock Exchange of Hong Kong Limited
   
Exchange Participant
A person who may trade on or through the Exchange
  
Exchange's Website
The official website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) 
  
GEM Listing Rules Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited
 
Growth Enterprises Market or GEM GEM is positioned as a secondary board on the Exchange and a stepping stone to the Main Board
 
H-Shares Overseas listed foreign shares of a PRC issuer which are listed on the Exchange
   
HDR The informal name for a depositary receipt programme listed on the Exchange 
   
HKEx Hong Kong Exchanges and Clearing Limited
  
Hong Kong Financial Reporting Standards (HKFRS)
 
Financial reporting standards approved by the Council of the Hong Kong Society of Accountants (HKSA) and includes all Statements of Standard Accounting Practice and interpretations of HKFRS approved by the HKSA from time to time
  
IPO
Initial Public Offering
  
International Financial Reporting Standards (IFRS)
   
Financial reporting standards and interpretations approved by the International Accounting Standards Board, and includes all International Accounting Standards and interpretations issued under the former International Accounting Standards Committee from time to time
   
Issuer Any company or other legal person any of whose equity securities are the subject of an application for listing on the Exchange or some of whose equity securities are already listed, which includes a company whose shares are represented by depositary receipts that are listed or are the subject of an application for listing but not including the depositary
   
Listed Issuer In the case of equity securities means any company or legal person some of whose equity securities are already listed on the Exchange, and with respect to listed depositary receipts, the listed issuer is the company whose shares are represented by the listed depositary receipts but not the depositary 
   
Listing Appeals Committee
  
The listing appeals sub-committee of the Board of Directors of the Exchange
Listing Committee The listing sub-committee of the Board of Directors of the Exchange with responsibility for the Main Board
  
Listing Document A prospectus, a circular and any equivalent document (including a scheme of arrangement and introduction document) issued or proposed to be issued in connection with an application for listing
  
Listing Rules Main Board Listing Rules and GEM Listing Rules
  
Main Board The stock market opened by the Exchange prior to the establishment of GEM and which continues to be operated by the Exchange in parallel with GEM
   
Main Board Listing Rules
  
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
 
Major Transaction A transaction or a series of transactions by a listed issuer where any percentage ratio is 25% or more, but less than 100% for an acquisition or 75% for a disposal
 
Market Capitalisation The market value of the entire size of an issuer, which shall include all classes of securities of the issuer, irrespective of whether any of such class(es) of securities are unlisted, or listed on other regulated market(s)
  
New Applicant In the case of equity securities means an applicant for listing none of whose equity securities are already listed
 
Notifiable Transaction Being a Share Transaction, Discloseable Transaction, Major Transaction, Very Substantial Disposal, Very Substantial Acquisition or Reverse Takeover
  
Overseas Issuer An issuer incorporated or otherwise established outside of Hong Kong
  
Percentage Ratios
 
The percentage ratios comprising the Assets Ratio, Profits Ratio, Revenue Ratio, Consideration Ratio and Equity Capital Ratio
  
PRC For the purposes of the Listing Rules, the People's Republic of China, other than the regions of Hong Kong, Macau and Taiwan
  
PRC Issuer An issuer which is duly incorporated in the PRC as a joint stock company
  
Profits Ratio The profits attributable to the assets which are the subject of the transaction divided by the profits of the listed issuer
  
Promoter As to any PRC issuer, any person who undertook the establishment of such issuer, subscribed for shares of such issuer and assumes liability for such issuer's establishment, prepared the initial articles of association of such issuer and convened the inaugural meeting of the subscribers of shares of such issuer, or any person who performed a similar role under PRC law in the establishment of a PRC issuer
  
Reporting Accountant The professional accountant who is responsible for the preparation of the accountants' report included in a listing document or circular
  
Revenue Ratio The revenue attributable to the assets which are the subject of the transaction divided by the revenue of the listed issuer
  
Share Transaction An acquisition of assets (excluding cash) by a listed issuer where the consideration includes securities for which listing will be sought and where all percentage ratios are less than 5%
  
Short-Dated Securities
  
Securities such as bonds, bills or notes which have less than one year to maturity
  
Substantial Shareholder In relation to a company means a person (including the holder of depositary receipts) who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the company
  
Supervisor A member elected to the supervisory committee (監事會)of a PRC issuer which under PRC law performs a supervisory function in relation to such issuer's board of directors, the manager and other officers
  
Takeovers Code The Code on Takeovers and Mergers approved by the Commission as amended from time to time
 
Very Substantial Acquisition
  
An acquisition or a series of acquisitions of assets by a listed issuer where any percentage ratio is 100% or more
 
Very Substantial Disposal
 
A disposal or a series of disposals of assets by a listed issuer where any percentage ratio is 75% or more