Part XI Procedures for Additional Listing Application (Primary Listing)

869

The following sets out the usual steps in the additional listing process (other than rights issues) for an issuer with a primary listing:—

(1) The issuer makes the appropriate announcement;

(2) The issuer submits one copy of the additional listing application prepared in compliance with Rule 875, together with the supporting documents prescribed in Rule 877;

(3) The Exchange reviews and decides on the application;

(4) The issuer announces the Exchange's decision promptly;

(5) The issuer obtains shareholders' approval (if required);

(6) The issuer fixes and informs the Exchange of the record date, if applicable;

(7) The issuer allots and issues the equity securities; and

(8) The equity securities are admitted to the Official List.

Amended on 7 February 2020 7 February 2020.

Where shares are issued pursuant to the exercise or conversion of convertible securities for which approval in-principle of the Exchange has been granted, application for listing of the shares need not follow the procedures set out in Rule 869. Such an application must comply with the following procedures:—

(1) The issuer issues and allots the shares;

(2) The issuer submits an application in the format set out in Appendix 8.4.1, 8.4.2 or 8.4.3, together with the documents stipulated therein; and

(3) The Exchange informs the issuer of the listing of the shares.

871

(1) An issuer may consult the Exchange to resolve specific issues before it applies for listing of new securities.

(2) Unless the Exchange prescribes otherwise, the following sets out the usual steps in the additional listing process for a rights issue.

(a) The issuer makes an announcement in compliance with Rule 814(1) and submits one copy of the additional listing application. The application must be prepared in compliance with Rule 875 and supported by the documents prescribed in Rule 877 other than the abridged prospectus (or offering circular in the case of a foreign issuer);

(b) The Exchange reviews and decides on the application, and the issuer announces the Exchange's decision promptly;

(c) The issuer obtains shareholder approval (if required), fixes the record date and informs the Exchange;

(d) Upon receipt of the Exchange's in-principle approval for the listing and quotation of the new securities or shareholder approval for the issue of the new securities, whichever is later, the issuer must submit the abridged prospectus (offering circular) to the Exchange. The abridged prospectus (offering circular) must be in final form, as nearly as practicable, identical to the copy that will be lodged with the authority (or foreign authority as the case may be), where applicable;

(e) The issuer submits a copy of the abridged prospectus (offering circular) to the Exchange when it has lodged the abridged prospectus (offering circular) with the relevant authority, where applicable. The lodged copy of the abridged prospectus (offering circular) must not be materially different from the copy previously submitted to the Exchange. The issuer must submit a written confirmation to the Exchange to this effect;

(f) The Exchange will inform the issuer of any further information that is required to be disclosed. This will be done after lodgement of the abridged prospectus (offering circular) with the relevant authorities, where applicable, but before the commencement of nil-paid rights trading. The issuer has to decide whether to announce this information (not later than 2pm on the market day before commencement of nil-paid rights trading) or issue a supplementary abridged prospectus;

(g) If commencement of nil-paid rights trading is expected to be delayed, the issuer must make an announcement to this effect as soon as practicable but not later than 4pm on the market day before the commencement of nil-paid rights trading;

(h) After the close of the rights issue, the issuer allots and issues the new securities and the new securities are listed.

Amended on 7 February 2020 7 February 2020.

872

(1) The Exchange will not normally accept a confidential additional listing application. However, an issuer may submit a confidential application for listing of shares to be issued pursuant to an underwritten rights issue, with the view to reducing underwriting exposure. When submitting a confidential application, the issuer must be able to maintain confidentiality of the issue. The issuer must announce the issue if it appears that there has been a leakage of information on the issue.

(2) An issuer making a confidential listing application for an underwritten rights issue must observe the following listing procedures:—

(a) The issuer must appoint a lead manager and underwriter. The listing application must state the indicative price range at which the issue will be made. The underwriting agreement is normally signed after the Exchange has approved the listing of the new securities.

(b) Upon receipt of approval in-principle from the Exchange, the issuer must promptly finalise the terms of the issue with the lead manager/underwriter. The issue and its finalised terms must be announced as soon as possible, and in any case, not later than 48 hours after the receipt of approval in-principle from the Exchange.

(c) In the event of leakage of information, as suggested by market rumours or unusual activities in the issuer's shares, the issuer must take one of the following steps:—

(i) Announce the issue immediately.

(ii) Request temporary suspension of trading pending finalisation of terms. Thereafter, the terms would be announced. The Exchange would normally expect the announcement to be made within two days of the temporary suspension of trading.

(iii) Withdraw the issue and make an appropriate announcement.

The issuer and the lead manager are expected to investigate the possible sources of leakage and submit their findings to the Exchange.

(d) In organising an underwriting syndicate, an issuer and its lead manager must be particularly mindful of the need to prevent leakage of information. To minimise the risk of leakage, the issuer and lead manager must restrict the number of staff and other professionals having access to the confidential information. They should each maintain a list of all persons who have access to the confidential information and must, upon request, provide such particulars to the Exchange.

Time Schedule

873

The Exchange will normally decide on an application within three weeks of the date of submission of the application that is complete. Review of an issue in which a connected person has a material interest can be expected to take longer. It should be recognised that the time taken to review a particular application may be longer depending on the circumstances of the case.

874

Where it is essential that an issue of securities be admitted for trading by a certain date, the Exchange should be consulted at the earliest possible time to arrange a satisfactory time schedule. This is particularly important in the case of a rights issue.

Contents of Application

875

An application must set out the information required in Appendix 8.1 and must be submitted together with the supporting documents set out in Rule 877. The items in Appendix 8.1 may be adapted to the type of issue. Application for the following types of issues must include the following items in Appendix 8.1:—

(1) Acquisitions
Items 1 to 4.

(2) Rights issue
Items 1 to 3, and 6 to 7.

(3) Bonus issue
Items 1(a) to (d), 2 and 5.

(4) Employees' share option scheme
Item 1(a) to (d).

(5) Issue of shares for cash
Items 1 to 3, and 8.

Note: The listing application need not contain any information which has been included in the draft circular submitted to the Exchange for review.

Amended on 7 February 2020 7 February 2020.

876

Any request by an issuer for any omission of information must be made in writing to the Exchange, stating the items and the circumstances justifying the omission.

Documents to be Submitted with the Application

877

One copy of the following documents (where required) must be submitted as supporting documents:—

(1) Draft circular to shareholders unless shareholder approval is not required for the issue.

(2) If an independent financial adviser is required to be appointed in connection with the issue, the letter from the independent financial adviser setting out its advice and recommendation on the issue.

(3) If profit or cash flow projections are disclosed in a document issued to shareholders, the applicant must submit the detailed projections upon request by the Exchange.

(4) If the share issue is an interested party transaction, a copy of each contract, plan or agreement pursuant to which the issue is made.

(5) If a valuation was made on an asset being acquired, a copy of the relevant valuation report. If the asset being acquired is a real property, a copy of the relevant property valuation report.

(6) If the application involves a bonus issue, a written confirmation from the company's auditors that the reserves are sufficient to cover the bonus issue.

(7) Other documents, such as the draft abridged prospectus, prospectus and deed poll that may be applicable to the issue of securities.

(8) An undertaking from the issuer that it will make periodic announcement on the utilization of the proceeds, as the funds from the rights issue are disbursed.

(9) If a substantial shareholder undertakes to apply for his entitlements and/or excess rights shares, a confirmation from a financial institution that the substantial shareholder has the necessary financial resources.

(10) In the allotment of any excess rights shares, a confirmation from the issuer that preference will be given to the rounding of odd lots, and that directors and substantial shareholders who have control or influence over the issuer in connection with the day-to-day affairs of the issuer or the terms of the rights issue, or have representation (direct or through a nominee) on the board of the issuer will rank last in priority for the rounding of odd lots and allotment of excess rights shares.

Amended on 29 September 2011 29 September 2011, 7 February 2020 7 February 2020 and 12 February 2021.