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 requirement (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 in 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?
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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.
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:
- Main Board Listing Process
- GEM 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:
Progress Report for New Listing Applications (Main Board).
Progress Report for New Listing Applications (GEM).
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 not a subject of discipinary 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 News Release of 2 May 2008.
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. Essentially, any person regarded as a Controlling Shareholder at the time of listing shall not:
- 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
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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 obligations of a listed issuer in relation to price sensitive information?
Companies listed on the Main Board or GEM are required to keep the Exchange, their members and other holders of their listed securities informed as soon as reasonably practicable of any information relating to the group which:
- is necessary to enable them and the public to appraise the position of the group;
- is necessary to avoid the establishment of a false market in their securities; and
- might be reasonably expected materially to affect market activity in, and the price of, their securities.
For further details, please see Guide on Disclosure of Price-Sensitive Information
9. What are the financial disclosure obligations of a listed issuer?
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GEM |
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Main Board issuers must publish:
- annual reports not later than 4 months; and
- half-yearly reports not later than 3 months after the date upon which the financial period ended.
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GEM issuers must publish:
- annual reports not later than 3 months;
- half-yearly reports not later than 45 days; and
- quarterly reports not later than 45 days after the date upon which the financial period ended.
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10. 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.
11. 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 the website of Securities and Futures Commission.
12. 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.
13. Why does a company get delisted?
Generally, listed issuers are required to carry out a sufficient level of operations (or, in the case of Main Board issuers, have tangible assets of sufficient value and/or intangible assets for which a sufficient potential value can be demonstrated) to warrant the continued listing of their securities on our Exchange.
The listed issuer may get delisted by the Exchange at any time where the securities of the company have been continuously suspended for a prolonged period without the issuer taking adequate action to obtain a restoration of trading. Circumstances where a listed issuer's securities may be suspended include, but not limited to, the following situations:
- receivership or liquidation
- insufficient securities in the hands of the public
- insufficient level of operations
- unsuitability of listing
- severe breaches of the Listing Rules
- dealings in the listed issuer's securities which may impair the integrity and reputation of the market
- the authorised representative of the listed issuer cannot immediately be contacted to explain the unusual movements in price or trading volume of its securities
- uneven dissemination or leakage of price sensitive information in the market giving rise to an unusual movement in price or trading volume of the listed issuer's securities
For further information on our delisting mechanism, please see our delisting procedures:
Practice Note 17 on Sufficiency of Operations and Delisting Procedures (Main Board)
Chapter 9 on Suspension and Resumption of Dealings, Cancellation and Withdrawal of Listing (GEM)
14. 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.
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