Rule Numbers (Main Board) - Chapter 8
Rule 8.02
- Whether the requirement that a listing applicant must be legally established under Listing Rule 8.02 could be satisfied where the Group utilised a number of cross-shareholdings among its subsidiaries in order to comply with the laws of the place in which these subsidiaries were incorporated and operated their business [LD46-3] [July 2005]
Rule 8.04
- Material disparity between the IPO price of the shares of Company A (the "Shares") and the effective cost to the pre-IPO shareholders of Company A of the Shares acquired by them in transactions shortly prior to listing [LD41-1] [November 2004]
- Whether a listing applicant migrating from the GEM Board to the Main Board should be required to discharge existing shareholders loans on or before its date of listing in full in order to demonstrate its financial independence [LD42-1] [December 2004]
- Whether, in view of the fact that, in the conduct of its business in the PRC, Company A was a party to a number of contract-based structures ("Contractual Arrangements") between or among Company A, PRC Subsidiaries, OPCOs and OPCO Registered Owners, Company A was unsuitable for listing due to legal questions associated with the Contractual Arrangements [LD43-3] [First Quarter 2005]
- Whether Company A's reliance on the Parent Group for certain sales and procurement functions upon the deemed listing rendered Company A unsuitable for listing [LD46-1] [July 2005]
- Whether Company A's reliance on its Parent for the editorial content of certain publication materials upon which Company A relied for its advertising business rendered Company A not suitable for listing [LD46-2] [July 2005]
- Whether existing financial assistance granted by the controlling shareholder in the form of counter-guarantees under foreign currency denominated equipment lease agreements in favour of Company A should be permitted to continue after listing [LD48-1] [December 2005]
- Whether a known breach of applicable investment laws committed by the controlling shareholder in his home jurisdiction would prejudice Company A's suitability for listing where such breach was settled prior to listing by agreement with the relevant authority [LD50-5] [March 2006]
- Whether Company A's reliance on its parent for certain aspects of its operations rendered Company A not suitable for listing [LD51-1] [March 2006]
- Whether Company A was so dependent on Parentco as to be not suitable for listing given that (1) the executive directors of Company A overlapped with some of the directors of Parentco; (2) Company A and the Parentco Group were in the same industry sector; and (3) common customers were identified [LD51-3] [March 2006]
- Whether certain special rights available only to the Bondholders under the terms of the convertible bonds would be in compliance with the general principle that all holders of listed sec urities are to be treated fairly and equally under Listing Rule 2.03 [LD59-5] [August 2007]
Rule 8.05
- Reliance on the income from an associated company to fulfil the trading record requirement [LD5-1] [September 1999]
- Whether Company A fulfilled the track record requirements for new listing [LD8-2] [December 1999]
- (Withdrawn) Mineral company - waiver from trading record requirements of Rule 8.05 [LD9-3] [1st edited: December 1999, withdrawn: July 2008, see Guidance Letter GL5-08]
- Whether remaining business of Company A after proposed spin-off was able to meet profit requirement of Rule 8.05 [LD10-2] [February 2000]
- Whether re-issued accounts were acceptable [LD13-2] [May 2000]
- No absolute control by Company A over its joint ventures- whether profits from joint ventures could be attributed to Company A to meet three-year trading record requirement [LD34-3] [April 2003]
Rule 8.05(1)(a)
- Whether (a) deferred tax credits arising out of netting off the tax effect from bad debt provisions; and (b) tax refunds arising out of capitalization of retained profits and statutory surplus reserves, in the financial statements of Company A could be counted towards satisfaction of the profit requirement of Listing Rule 8.05(1)(a) [LD45-2] [First Quarter 2005]
- Whether the requirements of Listing Rules 8.05(1) and 4.04(1) could be satisfied where the Group's three financial year trading record period comprised a prior-incorporation period under Company A's predecessor and a post-incorporation period under Company A directly [LD47-3] [July 2005]
- Whether compensation income arising from the one-time early termination of a contract could be counted towards satisfaction of the profit requirements under Listing Rule 8.05(1)(a) [LD48-2] [December 2005]
Rule 8.05(1)(b)
- Whether the requirement for management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied when only one director had remained on the board of directors throughout the three financial year track record period up to the time of listing [LD45-1] [First Quarter 2005]
- Whether and how the requirement of management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied in a case where the listing applicant is a group comprising a number of subsidiaries [LD54-1] [June 2006]
- Whether the requirement of management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied where the management function was largely vested in one dominant director throughout the track record period [LD54-2] [June 2006]
Rule 8.05(1)(c)
- Whether the requirements for ownership continuity and control under Rule 8.05(1)(c) were satisfied when the controlling shareholder held a large part of its shareholding interests through a trust arrangement in the most recent audited financial year in the track record period [LD42-4] [December 2004]
- Whether the requirement for ownership continuity and control for at least the most recent audited financial year under Listing Rule 8.05(1)(c) could be satisfied by aggregating the shareholding interests and control of a group of individual shareholders [LD44-4] [First Quarter 2005]
- Whether the requirements for ownership continuity and control under Listing Rule 8.05(1)(c) were satisfied where the controlling shareholder disposed of his shareholdings to a discretionary trust benefiting members of the shareholder's family (other than himself) after the track record period [LD48-3] [December 2005]
- Whether the requirement for ownership continuity and control for at least the most recent audited financial year under Listing Rule 8.05(1)(c) could be satisfied in light of the changes in the shareholding interests held by two separate groups of controlling shareholders during the last financial year of the track record period [LD51-4] [March 2006]
Rule 8.05(2)(b)
- Whether the requirements for ownership and management continuity could be satisfied absent a single legal structure amongst separate groups of entities in the track record period that made up Company A at the time of listing [LD47-1] [July 2005]
Rule 8.05(2)(c)
Rule 8.05(2)(e)
- Whether the minimum revenue requirement under Listing Rule 8.05(2)(e) could be satisfied by reference to the latest unaudited pro forma combined financial information of the Group which was reorganised from separate groups of entities under respective shareholders during the track record period [LD47-2] [July 2005]
Rule 8.05(3)(a) and (b)
- Whether pre-acquisition financial information of the acquired companies was required to be presented in Company A's prospectus in a case where the Exchange accepted a shorter trading period under substantially the same management under Rule 8.05A [LD41-2] [November 2004]
Rule 8.05A
Rule 8.06
- Whether Company A could publish a prospectus in which the latest financial period reported on by the reporting accountants ended more than six months before the date of the prospectus in light of a revised hearing date established by the Exchange [LD39-3] [August 2004]
- Whether the Exchange should accept a new Main Board listing application for vetting where the application was filed prior to 15th August 2005, contained financial accounts in audited form for the years ended 31st December 2002, 2003 and 2004, and the sponsor sought guidance from the Exchange in advance [LD46-4] [July 2005]
Rule 8.08
- Whether trading should continue with insufficient shares in public hands following a rights issue [LD9-1] [January 2000]
- Whether, in a case where an asset injection transaction caused Company A to be deemed a new listing applicant, the minimum public float requirement under Listing Rule 8.08 could be satisfied by the placing of existing and/or new Shares of Company A prior to the completion of the asset injection transaction [LD44-1] [First Quarter 2005]
Rule 8.08(1)
- Whether trading should be suspended if public float is not more than 10% [LD30-3] [May 2002]
- Insufficient public float [LD31-1] [July 2002]
- Announcement regarding general offer - appropriate warning statement to be included [LD33-3] [14 February 2003]
Rule 8.08(1)(a)
- Whether shares of Company A subscribed by its employees and the employees of its parent company shortly prior to listing at a price discounted to the proposed IPO price should be subject to compulsory lock-up and treated as part of the public float [LD52-3] [March 2006]
- Whether, in a case where Associate subscribed for not more than 2% of the enlarged share capital of Company A through conversion of convertible notes shortly prior to listing at ...discounted to the IPO price...subject to ... guaranteed profit clause.... shares held by Associate could be counted as part of the public float as required under Listing Rule 8.08(1)(a) [LD52-5] [March 2006]
Rule 8.08(1)(a) and (d)
- Whether in a case where Parentco had a pubic float approaching 50% of its equity capital, it was appropriate to relax the minimum public float requirement of 25% at the time of listing of Company A in the manner contemplated by Rule 8.08 [LD43-1] [First Quarter 2005]
Note (2)(b) to Rule 8.08
Rule 8.08(2)
- Chapter 21 listing applicant - minimum spread of shareholders on listing [ LD37-1] [October 2003]
- Whether the requirements for public float and free float under Listing Rules 8.08(2) and 8.08(3) could be satisfied based on an estimate of the number of shareholders and shareholder groupings at the time of listing [LD47-5] [July 2005]
Rule 8.08(3)
Rule 8.10(a)(iii)
- Whether the respective businesses of the Group and the Parentco Group were adequately delineated and whether the disclosure made in the prospectus regarding the Parentco Group's engagement in businesses that competed or were likely to compete with the business of the Group was adequate [LD51-2] [March 2006]
Rule 8.17
- PRC issuer -company secretary not possessing relevant professional qualifications [LD35-1] [July 2003]
- Whether a person who was not a member of the Hong Kong Institute of Company Secretaries (now known as the Hong Kong Institute of Chartered Secretaries) but possessed certain relevant work experience as a company secretary and who was also an associate of another professional body satisfy the requirements of Listing Rules 8.17(2) or 8.17(3) [LD49 - 2] [March 2006]
Rule 8.20
- Whether the mandate given by the existing shareholders of Company A prior to listing to authorise the grant of shares under a share-based remuneration plan would have a binding effect on future shareholders of Company A [LD40-2] [October 2004]
- Whether the mandate given by the existing shareholders of Company A prior to listing to authorise the grant of shares under a share-based remuneration plan would have a binding effect on future shareholders of Company A [LD40-3] [October 2004]
Rule 8.21
- Whether a waiver from the strict compliance of Listing Rule 8.21 should be granted to Company A to enable it to change its financial year end date such that it conformed with the financial year end dates of the majority of the entities that comprised the Group [LD50-2] [March 2006]
Rule 8.21C
Rule 8.24
- Whether shares held by trust of which connected person was trustee regarded as "in public hands"[LD26-2] [June 2001]
- Pre-IPO placing-whether shares subject to lock-up and counted as part of public float (Main Board) [LD36-1] [October 2003]
- Whether the shares of Company A issued to a pre-IPO investor should be subject to a compulsory lock-up and be counted towards part of the public float where (a) the shares were converted shortly before listing...; and (b) the effective subscription cost of the shares was at a deep discount to the proposed offer price of the shares [LD52-4] [March 2006]
Regulatory Framework and Rules