Chapter 8

EQUITY SECURITIES

QUALIFICATIONS FOR LISTING

Preliminary

8.01 This Chapter sets out the basic conditions which have to be met as a pre-requisite to
the listing of equity securities. They apply to every method of listing and to both new
applicants and listed issuers (including listed issuers that are treated as new applicants
under other applicable provisions of the Exchange Listing Rules) except where otherwise
stated.

Further conditions are set out in Chapters 8A, 18, 18A, 18B, 18C, 19, 19A, 19B and 19C
for issuers seeking a listing of equity securities under those chapters. For a transfer of
listing from GEM, the requirements of this Chapter are applied with modifications as set
out in the rules and regulations under Chapters 9A and 9B for that purpose. Issuers are
reminded:—

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(1) that these requirements are not exhaustive and that the Exchange may impose
additional requirements in a particular case; and

(2) that the Exchange retains an absolute discretion to accept or reject applications for
listing (including application for transfer of listing from GEM to the Main Board) and
that compliance with the relevant conditions may not of itself ensure an applicant’s
suitability for listing.

Prospective issuers, and in particular new applicants, are therefore encouraged to contact
the Exchange to seek informal and confidential guidance as to the eligibility of a proposed
issue for listing at the earliest possible opportunity.

Basic Conditions

8.02 The issuer must be duly incorporated or otherwise established under the laws of the place
where it is incorporated or otherwise established and must be in conformity with those
laws and its memorandum and articles of association or equivalent documents.

8.02A Each of the statutory securities regulator of an issuer’s jurisdiction of incorporation and the
statutory securities regulator of the place of central management and control must be a
full signatory to the IOSCO MMOU. This is to enable the Commission to seek regulatory
assistance and information from overseas statutory securities regulators to facilitate the
Commission’s investigations and enforcement actions where an issuer has its records,
business operations, assets and management outside Hong Kong.

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8.02B The Exchange may waive rule 8.02A in an individual case only with the Commission’s
explicit consent having regard to whether there are adequate arrangements to enable
the Commission to access financial and operational information (such as books and
records) on an issuer’s business in the relevant place of incorporation and place of central
management and control for its investigation and enforcement purposes.

8.03 An issuer which is a Hong Kong company must not be a private company within the
meaning of section 11 of the Companies Ordinance.

8.04 Both the issuer and its business must, in the opinion of the Exchange, be suitable for
listing.

8.05 The issuer must satisfy either the profit test in rule 8.05(1) or the market capitalisation/
revenue/cash flow test in rule 8.05(2) or the market capitalisation/revenue test in rule
8.05(3).

The profit test

(1) To meet the profit test, a new applicant must have an adequate trading record under
substantially the same management and ownership. This means that the issuer, or
its group (excluding any associated companies and other entities whose results are
recorded in the issuer’s financial statements using the equity method of accounting),
as the case may be, must satisfy each of the following:

(a) a trading record of not less than three financial years (see rule 4.04) during
which the profit attributable to shareholders must, in respect of the most
recent year, be not less than HK$35,000,000 and, in respect of the two
preceding years, be in aggregate not less than HK$45,000,000. The profit
mentioned above should exclude any income or loss of the issuer, or its group,
generated by activities outside the ordinary and usual course of its business;

(b) management continuity for at least the three preceding financial years; and

(c) ownership continuity and control for at least the most recent audited financial
year.

The market capitalisation/revenue/cash flow test

(2) To meet the market capitalisation/revenue/cash flow test, a new applicant must
satisfy each of the following:

(a) a trading record of not less than three financial years;

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 (b) management continuity for at least the three preceding financial years;

(c) ownership continuity and control for at least the most recent audited financial
year;

(d) a market capitalisation of at least HK$2,000,000,000 at the time of listing;

(e) revenue of at least HK$500,000,000 for the most recent audited financial year;
and

(f) positive cash flow from operating activities carried out by the new applicant, or
its group, that are to be listed of at least HK$100,000,000 in aggregate for the
three preceding financial years.

The market capitalisation/revenue test

(3) To meet the market capitalisation/revenue test, a new applicant must satisfy each of
the following, unless waived by the Exchange under rule 8.05A:

(a) a trading record of at least three financial years;

(b) management continuity for at least the three preceding financial years;

(c) ownership continuity and control for at least the most recent audited financial
year;

(d) a market capitalisation of at least HK$4,000,000,000 at the time of listing; and

(e) revenue of at least HK$500,000,000 for the most recent audited financial year.

(4) For the purpose of rules 8.05(2) and (3), only revenue arising from the principal
activities of the new applicant and not items of revenue and gains that arise
incidentally will be recognised. Revenue arising from “book” transactions, such as
banner barter transactions or writing back of accounting provisions or other similar
activities resulting from mere book entries, will be disregarded.

8.05A In the case of the market capitalisation/revenue test, the Exchange will accept a shorter
trading record period under substantially the same management as required under rule
8.05(3) (a) and (b) if the new applicant is able to demonstrate the following:

(1) the directors and management of the new applicant have sufficient and satisfactory
experience of at least three years in the line of business and industry of the new
applicant. Details of such experience must be disclosed in the listing document of
the new applicant; and

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 (2) management continuity for the most recent audited financial year.

Note: Mineral Companies relying on this provision must comply with the more onerous
requirements of Listing Rule 18.04.

8.05B The Exchange may accept a shorter trading record period and/or may vary or waive the
above profit or other financial standards requirement in rule 8.05 in the following cases:—

(1) mineral companies to which the provisions of Chapter 18 apply; or

(2) newly formed ‘project’ companies, for example a company formed to construct a
major infrastructure project. The Exchange considers that “infrastructure projects”
are projects which create the basic physical structures or foundations for the
delivery of essential public goods and services that are necessary for the economic
development of a territory or country. Examples of infrastructure projects include the
construction of roads, bridges, tunnels, railways, mass transit systems, water and
sewage systems, power plants, telecommunication systems, seaports and airports.
A new applicant of such ‘project’ companies must be able to demonstrate that:

(a) it is a party to and has the right to build and operate (or participate in the results
from the operation of) a particular infrastructure project(s). The project(s) may
be carried out by the applicant company directly or through subsidiaries or
joint venture companies. Companies which finance, but do not undertake the
development of the project(s), will not be considered under rule 8.05B(2);

(b) at the time of listing, it is not engaged in any businesses other than those
stipulated in the infrastructure project mandate(s) or contract(s);

(c) the infrastructure project(s) must be carried out under a long term concession
or mandate (there should normally be at least 15 years remaining in each
concession or mandate at the time of listing) awarded by government and be
of a substantial size (to be of substantial size, the applicant company’s share of
the total capital cost of the projects should normally be at least HK$1 billion);

(d) where it is involved in more than one project, the majority of its projects are in
the pre-construction or construction stage;

(e) the bulk of the proceeds of the offering will be used to finance the
construction of the project(s) and not principally to repay indebtedness or to
acquire other non-infrastructure assets;

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 (f) it will not and will procure its subsidiaries or joint venture companies not to
acquire any other type of assets or engage in such activity which will result
in a change of business from those stipulated in the infrastructure project
mandates(s) or contract(s) in the first three years after listing;

(g) its substantial shareholders and management have the necessary experience,
technical expertise, track record and financial strength to carry out the
project(s) to completion and to operate it/them thereafter. In particular, its
directors and management must have sufficient and satisfactory experience of
at least three years in the line of business and industry of the new applicant.
Details of such expertise and experience must be disclosed in the listing
document of the new applicant; and

(h) such additional disclosure of matters and documents, including business

valuations, feasibility studies, sensitivity analyses and cash flow projections,
as the Exchange may at its discretion require, will be included in the listing
document of the new applicant; or

(3) exceptional circumstances where the issuer or its group has a trading record of at
least two financial years if the Exchange is satisfied that the listing of the issuer is
desirable in the interests of the issuer and investors and that investors have the
necessary information available to arrive at an informed judgement concerning the
issuer and the securities for which listing is sought. In such cases the Exchange
should be consulted at an early stage and additional conditions will be imposed
pursuant to rule 2.04.

8.05C (1) An issuer (other than an investment company in which case the conditions set out
in Chapter 21 apply) will not be regarded as suitable for listing if its group’s assets
consist wholly or substantially of cash and/or short-term investments (as defined in
the notes to rule 14.82).

(2) Cash and/or short-term investments held by a member of an issuer’s group that is
a banking company (as defined in rule 14A.88), an insurance company (as defined in
rule 14.04) or a securities house (as defined in rule 14.04) will normally not be taken
into account when applying rule 8.05C(1).

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 Note: This exemption will not apply to an issuer that operates a securities house
where the Exchange has concerns that the issuer is holding cash and short-
term investments through a member to circumvent rule 8.05C(1). For
example, an issuer holding excessive cash and/or securities investments
cannot circumvent the rule by holding such assets through a member that is a
licensed broker with minimal brokerage operations. The Exchange will apply a
principle based approach and consider, among others, the cash and/or short-
term investments in light of the member’s operating model and its cash needs
for the purpose of its regulated activities, which should be substantiated by its
historical track record.

Note: See Practice Note 3

8.06 In the case of a new applicant, the latest financial period reported on by the reporting
accountants (see Chapter 4) must not have ended more than six months before the date
of the listing document.

8.07 There must be an adequate market in the securities for which listing is sought. This
means that the issuer must demonstrate that there will be sufficient public interest in the
business of the issuer and in the securities for which listing is sought.

Open market requirements

8.08 There must be an open market in the securities for which listing is sought. This will
normally mean that for a class of securities new to listing:—

(1) at least a minimum prescribed percentage of that class of securities must be held
by the public at the time of listing, determined by reference to the following table,
which must also at all times be held by the public:—

Expected market value of the Minimum percentage of such class of

class of securities at the time securities to be held by the public at
of listing the time of listing
Not exceeding HK$6,000,000,000 25%
Over HK$6,000,000,000 but not The higher of: (i) the percentage that would
exceeding HK$30,000,000,000 result in the expected market value of
such securities held by the public to be
HK$1,500,000,000 at the time of listing; and (ii)
15%
Over HK$30,000,000,000 The higher of: (i) the percentage that would
result in the expected market value of
such securities held by the public to be
HK$4,500,000,000 at the time of listing; and (ii)
10%

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 Notes:

1. For the purpose of determining the expected market value and the minimum
percentage in this rule, only securities in the class for which listing is sought
that are in issue at the time of listing (excluding treasury shares) shall be
counted.

2. In the case of an issuer listed on the Exchange with a listing document issued
before 4 August 2025, the relevant minimum prescribed percentage of listed
securities in public hands that must be maintained by the issuer at all times
shall mean 25% of the issuer’s total number of issued shares (excluding
treasury shares), or the relevant lower minimum percentage that was
accepted by the Exchange at the time of listing.

(b) [Repealed 4 August 2025]

(c) [Repealed 4 August 2025]

(d) [Repealed 4 August 2025]

(2) at the time of listing there must be an adequate spread of holders of the securities
to be listed. The number will depend on the size and nature of the issue, but in all
cases there must be at least 300 shareholders;

(3) not more than 50% of the securities in public hands at the time of listing can be
beneficially owned by the three largest public shareholders; and

(4) the requirements of rules 8.08(1), (2) and (3) do not apply if all the following
conditions are met:

(a) the securities to be listed are options, warrants or similar rights to subscribe or
purchase shares;

(b) such securities are offered to existing holders of a listed issuer’s shares by way
of bonus issue; and

(c) in the 5 years preceding the date of the announcement on the proposed bonus
issue, there are no circumstances to indicate that the shares of the issuer may
be concentrated in the hands of a few shareholders.

Note: For the purpose of sub-paragraph (4)(b) of rule 8.08, a bonus issue includes a
bonus issue that complies with rule 13.36(2)(a).

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 Free float

8.08A There must be sufficient shares for which listing is sought by a new applicant that are held
by the public and available for trading upon listing. This will normally mean that the portion
of the class of shares for which listing is sought that are held by the public and not subject
to any disposal restrictions (whether under contract, the Listing Rules, applicable laws or
otherwise), at the time of listing, must: –

(1) represent at least 10% of the total number of issued shares in the class of shares for
which listing is sought (excluding treasury shares), with an expected market value at
the time of listing of not less than HK$50,000,000; or

(2) have an expected market value at the time of listing of not less than HK$600,000,000.

Notes: 1. While certain issuers may have shares that are not subject to any disposal
restrictions, such shares may otherwise not be available for trading at
the time of listing. Shares held by trustees for the benefit of specified
participants in respect of awards or options granted to them under a share
scheme (as defined in rule 17.01A) must be excluded from the calculation of
free float in this rule, regardless of whether they are considered as being “in
public hands” (see note to rule 8.24).

2. For the purpose of the calculation of free float in this rule, only shares (for
which listing is sought) that are in issue at the time of listing (excluding
treasury shares) shall be counted.

Market value requirements

8.09 (1) The expected market value at the time of listing of the securities of a new applicant
for which listing is sought which are held by the public (see rule 8.24) must be at
least HK$125,000,000.

(2) The expected market capitalisation of a new applicant at the time of listing must be
at least HK$500,000,000 which shall be calculated on the basis of all issued shares
(including the class of securities for which listing is sought and such other class(es)
of securities, if any, that are either unlisted or listed on other regulated market(s), but
excluding treasury shares) of the new applicant at the time of listing.

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 (3) The expected market value at the time of listing of each class of securities for
which listing is sought, other than options, warrants or similar rights to subscribe or
purchase securities, must, in the case of both new applicants and listed issuers, be
at least HK$50,000,000.

(4) In the case of a class of options, warrants or similar rights to subscribe or purchase
securities for which listing is sought, the expected market value at the time of listing
must, in the case of both new applicants and listed issuers, be at least HK$10,000,000.

(5) Further issues of securities of a class already listed are not subject to the limits set
out in this rule. In exceptional cases, a lower expected initial market value may be
acceptable where the Exchange is satisfied as to marketability.

Note: The fact that an applicant is able to satisfy the minimum market capitalisation and
market value criteria of this rule does not of itself mean that the applicant will be
accepted as suitable for listing.

8.09A For the purpose of calculating the expected market capitalisation of a new applicant at the
time of listing, the expected issue price of the shares for which listing is sought shall be
used as a basis for determining the market value of the other class(es) of shares of the
new applicant that are unlisted.

Note: The Exchange may publish guidance on the Exchange’s website, as amended from
time to time, as to the calculation of the expected market capitalisation of a new
applicant which has shares listed on other regulated market(s).

8.10 (1) Where a new applicant has a controlling shareholder with an interest in a business
apart from the applicant’s business which competes or is likely to compete, either
directly or indirectly, with the applicant’s business (the “excluded business”):

(a) the applicant’s listing document must prominently disclose the following:

(i) reasons for the exclusion of the excluded business;

(ii) a description of the excluded business and its management, to enable

investors to assess the nature, scope and size of such business, with an
explanation as to how such business may compete with the applicant’s
business;

(iii) facts demonstrating that the applicant is capable of carrying on its business
independently of, and at arms length from the excluded business;

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 (iv) whether the controlling shareholder intends to inject the excluded
business into the applicant in future, together with the time frame
during which the controlling shareholder intends to or does not intend to
inject the excluded business. If there is any change in such information
after listing, the applicant must disclose it by way of an announcement
published in accordance with rule 2.07C as soon as it becomes aware of
such change; and

(v) any other information considered necessary by the Exchange;

Note: See also paragraph 27A of Appendices D1A and D1E.

(b) if after its listing the applicant proposes to acquire all or part of the excluded
business, the enlarged group must meet the trading record requirements of
rule 8.05; and

(c) all connected transactions between the excluded business and the applicant
after listing must strictly comply with the requirements of chapter 14A.

Note: An interest in an excluded business may consist of the following:

(i) where the business is conducted through a company, an interest as

a director (other than an independent non-executive director) or a
substantial shareholder of such company;

(ii) where the business is conducted through a partnership, an interest as a

partner in such partnership; or

(iii) where the business is conducted as a sole proprietorship, the interest as

the sole proprietor of such business.

Where such company is a holding company, the applicant may disclose the
information required under rule 8.10(1)(a) for such company and its subsidiaries
on a group basis.

(2) Where any of the directors of a new applicant is interested in any business apart
from the applicant’s business, which competes or is likely to compete, either directly
or indirectly, with the applicant’s business:

(a) the applicant’s listing document must prominently disclose the information
required under rule 8.10(1)(a)(ii) and (iii) of each director’s interest in such
business and any other information considered necessary by the Exchange;

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 (b) after listing, the directors (including any director appointed after listing) must
continue to prominently disclose details as required under rule 8.10(2)(a) of any
such interests (including any interests acquired after listing) in the applicant’s
annual reports; and

(c) the directors must also prominently disclose in the applicant’s annual
reports any change in details previously so disclosed in the applicant’s listing
document or annual reports.

Notes: (1) A director’s interest in such a business may consist of the following:

(i) where the business is conducted through a company, an interest

as a director (other than an independent non-executive director) or
a substantial shareholder of such company;

(ii) where the business is conducted through a partnership, an

interest as a partner in such partnership; or

(iii) where the business is conducted as a sole proprietorship, the

interest as the sole proprietor of such business.

Where such company is a holding company, the applicant may disclose

the information required under rule 8.10(2) for such company and its
subsidiaries on a group basis.

(2) Listed issuers must comply with the disclosure requirements under rule
8.10(2)(b) and (c) commencing from the first annual report published
after 30th April 2000.

(3) The disclosure requirements under rule 8.10(2) do not apply to

independent non-executive directors of a new applicant or a listed issuer.

(3) In cases where rule 8.10(1) or (2) applies, the Exchange may require the appointment
of a sufficient number of independent non-executive directors to ensure that the
interests of the general body of shareholders will be adequately represented.

Note: Directors are reminded of their fiduciary duties to the issuer and that they must, in
the performance of their duties as directors, avoid actual and potential conflicts of
interest and duty. Such considerations may arise in situations where directors have
business interests which are similar to those of the issuer or where it is proposed
that the issuer makes any decision to acquire or not to acquire any such asset or
business. The attention of the directors is also drawn to the duty of directors not to
profit themselves to the detriment of the issuer.

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8.11 The share capital of a new applicant must not include shares of which the proposed voting
power does not bear a reasonable relationship to the equity interest of such shares when
fully paid (“B Shares”) and the Exchange will not be prepared to list any new B Shares
issued by a listed issuer nor to allow any new B Shares to be issued by a listed issuer
(whether or not listing for such shares is to be sought on the Exchange or any other stock
exchange) except:—

(1) in exceptional circumstances agreed with the Exchange;

(2) in the case of those listed companies which already have B Shares in issue, in
respect of further issues of B Shares identical in all respects with those B Shares
by way of scrip dividend or capitalisation issue, provided that the total number of B
Shares in issue remains substantially in the same proportion to the total number of
other voting shares in issue as before such further issue; or

(3) as permitted by Chapter 8A or Chapter 19C of these rules.

8.12 A new applicant applying for a primary listing on the Exchange must have a sufficient
management presence in Hong Kong. This will normally mean that at least two of its
executive directors must be ordinarily resident in Hong Kong.

8.13 The securities for which listing is sought must be freely transferable. Partly-paid securities
will normally be regarded as fulfilling this condition provided that in the Exchange’s view
their transferability is not unreasonably restricted and dealings in them can take place
on an open and proper basis. Existing issued securities which are offered for sale on an
instalment payment basis, approved by the Exchange, will normally be regarded as fulfilling
this condition.

Note: Since it is not common practice in Hong Kong for purchasers to register every
transaction, a vendor of a partly-paid security cannot ensure that his name is
removed from the register and he may therefore retain his original liability to pay
further calls on the security. To demonstrate that dealings in partly-paid securities can
take place on an open and proper basis, there must be either:—

(a) adequate arrangements have been put in place to ensure that the vendor of
the partly-paid security can effectively transfer all of the liability to pay further
calls on the security to the purchaser without any right of recourse; or

(b) the issuer has limited the amount unpaid to a maximum of 50 per cent.
of the issue price and the securities will become fully paid within twelve
months from the date of issue and that the issuer has made full and detailed
disclosure of the peculiar risks attaching to such securities whilst they remain
partly-paid; or

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 (c) the issuer has made provisions which will ensure that every trade in the
securities has to be registered such that vendors of the securities do not
remain as the registered holders after the settlement of the trade.

8.13A (1) In the case of a new applicant or a listed issuer in respect of a class of securities
new to listing, the securities for which listing is sought must be Eligible Securities
from the date on which dealings in the securities are to commence.

(2) The new applicant or the listed issuer must make all necessary arrangements to
comply with sub-paragraph (1).

(3) Sub-paragraph (1) does not apply in the case of a new applicant or a listed issuer
which is unable to satisfy the eligibility criteria as determined from time to time by
HKSCC by reason only of a provision of law affecting the transferability or ownership
of the new applicant’s or the listed issuer’s securities.

(4) The Exchange may, in exceptional circumstances and in the absolute discretion of
the Exchange, waive compliance with sub-paragraph (1).

(5) An issuer shall ensure, so far as it is able, that its securities remain Eligible Securities.

8.14 The securities for which listing is sought must be issued in conformity with the law of the
place where the issuer is incorporated or otherwise established and in conformity with
the issuer’s memorandum and articles of association or equivalent documents and all
authorisations needed for their creation and issue under such law or documents must have
been duly given.

8.14A The new applicant and the listed issuer’s memorandum and articles of association (or
equivalent document) shall (i) conform with the relevant parts of Appendix A1 and (for
overseas issuers) the related guidance materials, and (ii) on the whole, not be inconsistent
with the Exchange Listing Rules and the laws of the place where the new applicant is
incorporated or otherwise established.

8.15 Without prejudice to the specific requirements for management experience under rules
8.05A, 8.05B(2) and 18.04, the persons proposed to hold office as directors of the issuer
must meet the requirements of Chapter 3.

8.16 The issuer must be an approved share registrar or employ an approved share registrar to
maintain in Hong Kong its register of members.

8.17 The issuer must appoint a company secretary who satisfies rule 3.28.

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8.18 Securities to which options, warrants or similar rights to subscribe or purchase equity
securities are attached must comply both with the requirements applicable to the
securities for which listing is sought and with the requirements applicable to such options,
warrants or similar rights (see Chapter 15).

8.19 Where application for listing is made in respect of any class of securities:—

(1) if none of the securities of that class are already listed, the application must relate to
all securities of that class issued or proposed to be issued; or

(2) if some of the securities of that class are already listed, the application must relate
to all further securities of that class issued or proposed to be issued.

8.20 Listing must be sought for all further issues of securities of a class already listed prior to
the issue of the securities.

8.21 (1) Subject to (2) and (3) below the Exchange will not normally consider an application
for listing from a new applicant which:—

(a) has changed the period of its financial year during the latest complete financial
year (being twelve months) immediately preceding the proposed date of issue
of the listing document; or

(b) intends to change the period of its financial year during the period of the profit
forecast, if any, or the current financial year, whichever is the longer period.

(2) Notwithstanding (1) above, a subsidiary of the new applicant will normally be
permitted to change the period of its financial year provided that:—

(a) the change is to make the subsidiary’s financial year coterminous with that of
the new applicant;

(b) appropriate adjustments are made in the trading record and profit forecast and
such adjustments are fully explained in statements which must be provided to
the Exchange; and

(c) adequate disclosure is provided in the listing document and the accountants’
report of the reason for the change and the effect of the change on the new
applicant’s group trading record or profit forecast.

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 (3) Notwithstanding (1) above, the Exchange may consider an application for a waiver
from strict compliance with rule 8.21(1) if:—

(a) the new applicant is an investment holding company and the change is to
allow its financial year to be coterminous with that of all or a majority of its
major operating subsidiaries;

(b) the new applicant would be able to satisfy all requirements under rule 8.05
before and after the proposed change; and

(c) the proposed change will not materially affect the presentation of financial
information, or result in any omission of material information in the listing
document or information that would otherwise be relevant to assessment of
the new applicant’s suitability.

8.21A (1) A new applicant must include a working capital statement in the listing document.
In making this statement the new applicant must be satisfied after due and careful
enquiry that it and its subsidiary undertakings, if any, have available sufficient
working capital for the group’s present requirements, that is for at least the next 12
months from the date of publication of the listing document. The sponsor to the new
applicant must also confirm to the Exchange in writing that:

(a) it has obtained written confirmation from the new applicant that the working
capital available to the group is sufficient for its present requirements, that
is for at least the next 12 months from the date of publication of the listing
document; and

(b) it is satisfied that this confirmation has been given after due and careful
enquiry by the new applicant and that the persons or institutions providing
finance have stated in writing that the relevant financing facilities exist.

Note 1: This rule is modified for a new applicant Mineral Company which must
comply with the requirements of rules 18.03(4) and 18.03(5).

Note 2: This rule is modified for a new applicant under Chapter 18A which must
comply with the requirements of rule 18A.03(4).

Note 3: This rule is modified for a new applicant that is a Pre-Commercial

Company under Chapter 18C, which must comply with the requirements
of rule 18C.07.

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 (2) The Exchange will not require a working capital statement under rule 8.21A(1),
paragraph 36 of Appendix D1A and paragraph 36 of Appendix D1E to be made by
a new applicant which is a banking company or an insurance company, provided
that:—

(a) the inclusion of such a statement would not provide significant information for
investors;

(b) the new applicant’s solvency and capital adequacy are subject to prudential
supervision by another regulatory body; and

(c) the new applicant will provide alternative disclosures on (i) the regulatory
requirements as to the solvency, capital adequacy and liquidity of banking
companies or insurance companies (as the case may be) in the relevant
jurisdiction or place of operation; and (ii) the new applicant’s solvency ratios,
capital adequacy ratios and liquidity ratios (as applicable) for the latest three
financial years.

Note: Refer to Chapter 3A for other sponsor obligations.

8.21B [Repealed 1 February 2012]

Deemed New Applicants

8.21C Without prejudice to the generality of other applicable provisions of the Exchange Listing
Rules, a listed issuer that is treated as if it were a new applicant must meet all the basic
conditions set out in this Chapter 8, unless otherwise waived by the Exchange. In the case
of a reverse takeover, the acquisition targets (as defined in rule 14.04(2A)) and the enlarged
group must meet the requirements under rule 14.54. In cases of doubt, issuers or advisers
should consult the Exchange at an early stage.

Underwriters

8.22 The Exchange reserves the right to inquire of an issuer as to the financial suitability of any
proposed underwriter and may reject an application for listing if it is not satisfied as to the
underwriter’s ability to meet its underwriting commitment.

Basis of allocation and “the public”

8.23 Upon the closing of the offering period of a new applicant, new applicants and
underwriters must adopt a fair basis of allocation of the securities on offer to the public.

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8.24 The Exchange will not regard any core connected person of the issuer as a member of
“the public” or shares held by him as being “in public hands”. In addition, the Exchange will
not recognise as a member of “the public”:—

(1) any person whose acquisition of securities has been financed directly or indirectly by
the issuer (or any of its subsidiaries) or a core connected person of the issuer;

(2) any person who is accustomed to take instructions from the issuer (or any of its
subsidiaries) or a core connected person of the issuer in relation to the acquisition,
disposal, voting or other disposition of securities of the issuer registered in his name
or otherwise held by him; and

(3) the issuer as the holder of legal or beneficial interests in treasury shares.

Note: Notwithstanding that the underlying shares subject to a share scheme were
initially financed by an issuer and/or held by a trustee who is accustomed to take
instructions from the issuer, for the purpose of this rule, the Exchange will regard
shares that have been: (a) issued or transferred to specified participants; and (b)
shares held by trustees for the benefit of specified participants in respect of awards
or options granted to them under a share scheme (as defined in rule 17.01A), as
being “in public hands”, provided that:

(i) the trustee is not a core connected person of the issuer, or is a core connected
person of the issuer only because one or more of the beneficiaries under the
trust is a core connected person of the issuer; and

(ii) the relevant participants are not core connected persons of the issuer and are
not accustomed to take instructions from the issuer or any of its subsidiaries
or any of its core connected persons in relation to the acquisition, disposal,
voting or other disposition of securities of the issuer registered in the
participants' names or otherwise held by the participants (including those
shares granted to them under the share scheme).

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