Listing Document

Issuers are required to prepare a listing document, being a prospectus, a circular and any equivalent document (including a scheme of arrangement and introduction document) issued or proposed to be issued in connection with an application for listing.

Other than certain special requirements applicable to investment companies, states, super-nationals, state corporations and banks, listing documents must include all of the specific items of information which are set out in Part C of Appendix 1 of the HKEX Listing Rules.

Listing document in connection with asset-backed securities

Pursuant to Listing Rule 29.12, the listing document in connection with asset-backed securities must include the following additional information:

1. A description of the assets used to back the asset-backed securities, giving at least the following (where relevant):
   • the geographical location or legal jurisdiction of the financial assets;
   • the pool size and any specified minimum or maximum;
   • the types of loans;
   • the maturity of loans;
   • the size of loans;
   • the loan to value ratio at origination where the loans in the pool are themselves secured or backed by other assets, if a valuation was available;
   • the principal lending criteria and extent to which loans may be included which do not meet these criteria;
   • an indication of significant representations and warranties given to the issuer relating to the loan pool;
   • the method of origination;
   • any loan substitution rights;
   • any rights or obligations to make further advances;
   • the principal insurance policies, including the names, and where appropriate, the addresses and a brief description of the providers. Any concentration with one insurer should be disclosed if it is material to the transaction;
   • where the assets consist of debt obligations of 10 or fewer borrowers or where a borrower accounts for 10% or more of the assets, the information required in respect of each borrower will be the same as that which would be required if it were itself the issuer of the securities to be listed unless it is already listed on a stock exchange or the debt obligations are guaranteed by an entity listed on a stock exchange, in which case only the name, address, country of incorporation, nature of business and name of the exchange on which its securities are listed must be disclosed in respect of the issuer and the guarantor (if applicable). The relationship with the guarantor, if any, must be included. The terms and conditions of the loans or debt securities must be stated, except where the assets are debt securities listed on a stock exchange; and
   • where the assets consist of debt obligations of more than 10 borrowers, or where a borrower accounts for less than 10% of the assets the general characteristics and descriptions of the borrowers must be given;

however, due to the nature of the transaction, some of the above requirements may not be appropriate and additional information may be required. In such cases, the HKEX should be consulted at an early stage;

2. a description of the material risks together with any methods whereby they are sought to be addressed;
   
   
3. a description of the method and a statement of the date of the sale, transfer or assignment of the assets or of any rights in the assets to the issuer;
   
   
4. a description of the structure of the transaction and explanation of the flow of funds including:
   • how the cash flow from the assets is expected to meet the issuer’s obligations to holders of the securities, in particular, information on any credit enhancements, an indication of where material potential liquidity shortfalls are expected to occur and the availability of any liquidity supports and indication of provisions to cover interest shortfall risks;
   • an indication of any investment parameters for the investment of temporary liquidity surpluses;
   • how payments are collected from borrowers of the loans in the pool;
   • the order of priority of payments made by the issuer, where relevant to the holders of the class of debt securities in question;
   • the fees payable by the issuer out of cash flow received (for example, fees to the administrator);
   • details of any other arrangements upon which payments of interest and principal to investors are dependent;
   • information on whether or not there is any intention to accumulate surpluses in the issuer; and
   • details of any subordinated debt finance;

5. the name, address and brief description of the originator of the financial assets backing the issue;
   
   
6. the name, address and information to demonstrate the suitability of the administrator together with a summary of the administrator’s responsibilities and a summary of the provisions relating to termination of the appointment of the administrator and whether or not an alternative administrator has been appointed, and
   
   
7. the names and addresses and brief description of:
   • any swap counterparties and any providers of other material forms of enhancement; and
   • the banks with which the main accounts relating to the transaction are held.