rack record and market capitalisation requirements
Trading record of not less than three financial years
Management continuity for at least the three preceding years and ownership continuity and control for at least the most recent audited financial year
Three tests:-
i. Profit test
Profits of HK$20 million for most recent year and of aggregate of HK$30 million for the first two years
Market capitalisation of at least HK$200 million at the time of listing
ii. Market capitalisation/revenue/cashflow test
Revenue of at least HK$500 million for the most recent audited financial year
Positive cashflow from operating activities of at least HK$100 million in aggregate for the three preceding financial years
Market capitalisation of at least HK$2 billion at the time of listing
iii. Market capitalisation/revenue test
Revenue of at least HK$500 million for the most recent audited financial year
Market capitalisation of at least HK$4 billion at the time of listing
Track record of less than three years may be accepted if:
Directors and management have sufficient and satisfactory experience of at least three years in the line of the listing business and industry
Management continuity for the most recent audited financial year
Exemptions may be granted for mineral companies and newly formed project companies, such as major infrastructure projects, which can have shorter trading records
A focused line of business not specifically required, but its core business should meet the minimum financial requirement
Must have control over its business
Minimum public float
Market capitalisation of at least HK$50 million held by the public at the time of listing
Minimum 25% of the issuers' total issued share capital at the time of listing
The exchange may, at its discretion accept a percentage of public float between 15% and 25% if the market capitalisation of the issuer exceeds HK$10 billion
Future prospects
No specific requirement but the applicant is required to include a general statement of future plans and prospects
Inclusion of profit forecast is optional
Accountants' report
Must be prepared in accordance with either Hong Kong Financial Reporting Standards or International Financial Reporting Standards
Generally accepted accounting principles in the United States of America (US GAAP) or other accounting standards may be acceptable by the Exchange under certain circumstances
In general, accountants' report covers at least three complete financial years, immediately preceding the issue of the prospectus
The latest financial period reported on by the reporting accountants must not have ended more than six months before the date of the listing document
Corporate governance
Three independent non-executive directors required
Qualified accountant required
Audit committee required
Required to appoint a compliance adviser for the period commencing on initial listing and ending on publication of financial results for the first full financial year after listing
Acceptable jurisdictions
Hong Kong, Bermuda, the Cayman Islands and the People's Republic of China
Other jurisdictions for secondary listing may be considered
Restrictions on initial shareholders
A controlling shareholder at the time of listing must undertake:
Not to dispose of his interest in the issuer from the prospectus issue date to the first six months after listing
Not to dispose of his interest in the issuer in the next six months such that he would cease to be a controlling shareholder: at least 30% interest in the issuer
Other considerations
Competing businesses of controlling shareholders or directors are allowed but full disclosure is required
May not list by way of placing only
New issue must be fully underwritten
Listed issuer is not allowed to issue new securities in the first six months after listing