Part V Listing Procedures for Debt Securities

310

An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process.

(1) The applicant submits (to the Listings Function) one copy of the listing application. The listing application comprises the prospectus, offering memorandum or introductory document prepared in compliance with Rules 312 to 313 and, the supporting documents set out in Rule 314. The prospectus, offering memorandum or introductory document which forms part of the listing application must be in final form;

(2) The Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter for listing (with or without conditions). Listing will not be permitted until all conditions set out in the eligibility letter have been satisfied;

(3) Where a prospectus, offering memorandum or introductory document is required to be issued, the applicant lodges the prospectus, offering memorandum or introductory document with the relevant authority (if applicable) and submits a copy to the Exchange. The lodged copy of the prospectus, offering memorandum or introductory document should not be materially different from the prospectus, offering memorandum or introductory document on which the eligibility-to-list letter was issued. The applicant must submit a written confirmation to the Exchange to this effect. If there are material differences, the Exchange may withdraw the eligibility-to-list letter;

(4) The Exchange will inform the applicant of any further information that is required to be disclosed prior to commencement of trading. The applicant decides whether to include this information in its prospectus, offering memorandum or introductory document, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before commencement of trading of the debt securities; and

(5) On satisfaction of the conditions expressed in the eligibility-to-list letter, the issuer's debt securities will be listed and quoted on the Exchange.

Time Schedule

311

The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, offering memorandum or introductory document, the time may start to run from the date the material amendment is notified to the Exchange.

Content of Prospectus, Offering Memorandum or Introductory Document

312

If a prospectus is required, a checklist showing compliance with Part II of Chapter 6 must be provided. If, under applicable law, an application is made to the relevant government authority for any waiver or modification of any prospectus requirement, a copy of such letter must be submitted together with the prospectus.

313

If the debt securities are offered without a prospectus and primarily to specified investors, the offering memorandum or introductory document must contain the information that such investors would customarily expect to see in such documents.

Amended on 19 May 2016 19 May 2016.

Documents to be Submitted with the Prospectus, Offering Memorandum or Introductory Document

314

The documents set out below must be submitted together with the applicable listing fee. Where the debt securities are issued by an issuer whose equity securities are listed on the Exchange, or where the debt securities are offered primarily to specified investors, the issuer need only submit the documents set out in Rule 314(5), (6), (7) and (8).

(1) The Memorandum and Articles of Association or other constituent documents if any, incorporating all amendments to date.

(2) Material contracts (other than those entered into in the ordinary course of business) entered into during the preceding 24 months or proposed to be entered into by the issuer and its subsidiaries with any director, controlling shareholder or their associates.

(3) Auditors' report to management on the internal control and accounting system of the issuer and its principal subsidiaries.

(4) For an issuer which is engaged in property investment or development, property valuation report(s) of each principal asset of the group that is revalued.

(5) The mortgage indenture or equivalent instrument certified by the trustee.

(6) The trust deed and a checklist showing compliance with the requirements in Rule 308(3), (4) and (5).

(7) Other documents, such as a deed poll, that may be applicable to the issue of debt securities.

(8) A checklist showing compliance with the relevant requirements under Rules 303 to 309.

Amended on 29 September 2011 29 September 2011, 19 May 2016 19 May 2016 and 12 February 2021.

Documents to be Submitted After Approval In-Principle

315

After the issuer receives approval in-principle from the Exchange, the following documents must be submitted before the listing of the debt securities:—

(1) The signed listing undertaking in the form set out in Appendix 2.3.1;

(2) The signed issue documents, such as the subscription agreement, agent bank agreement and fiscal agency agreement and trust deed (as applicable);

(3) The required number of copies of the prospectus, offering memorandum or introductory document;

(4) A local debt issuer must also submit the following documents:—

(a) A copy of the "tombstone" advertisement, if one was published;

(b) A signed copy of the auditors' letter on the accounts in a form acceptable to the Exchange, where an accountants' report is prepared for the purpose of the issue; and

(c) A certified copy of any relevant resolution(s) of the shareholders and a copy of any letters of approval from the Government, if applicable;

(5) In the case of a foreign debt issuer, the names and addresses of its representatives, with whom the Exchange may liaise in respect of future correspondence regarding the debt securities. The representatives must be easily contactable by the Exchange; and

(6) Such other documents (if any) as stipulated in the approval in-principle letter.