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Listing in Hong Kong
Glossary

Updated: 27 June 2008

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 in Hong Kong". 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 a. in relation to a company other than a PRC issuer, means a director, chief executive, substantial shareholder or management shareholder (for GEM issuers only) of such company or any of its subsidiaries or an associate of any of them
b. in relation to a PRC issuer means a promoter, director, supervisor, chief executive, substantial shareholder or management shareholder (for GEM issuers only) of the PRC issuer or any of its subsidiaries or an associate of any of them
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

 

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
Initial Management Shareholders

Applicable to GEM issuers, any management shareholder of the issuer immediately prior to the date of the issuer's initial listing document

 

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 recepits 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

 

Management Shareholders

Applicable to GEM issuers, any person who is (or group of persons who are) entitled to exercise or control the exercise of 5% or more of the voting power at general meetings of the issuer and who is (or are) able to direct or influence the management of the issuer

 

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

 

Significant Shareholders

Applicable to GEM issuers, any person other than a Management Shareholder who, immediately prior to the date of the new applicant's initial listing document and immediately prior to the date on which securities of the new applicant commence trading on GEM, is (or group of persons who together are) entitled to exercise or control the exercise of 5% or more of the voting power at general meetings of the new applicant

 

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 (ºÊ¨Æ·|)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