Basic Conditions for Listing
The issuer and the guarantor, in the case of a guaranteed issue, must each be duly incorporated or otherwise established under the laws of the place where it is incorporated or otherwise established, and must not be in contravention of those laws and its memorandum and articles of association or equivalent documents. An issuer which is a Hong Kong company must not be a private company within the meaning of section 11 of the Hong Kong Companies Ordinance (Cap. 622).
Pursuant to HKEX Listing Rule 23.05 if the shares of the issuer or the guarantor, in the case of a guaranteed issue, are not listed then both the issuer and the guarantor, in the case of a guaranteed issue, and their respective businesses must, in the opinion of the Hong Kong Stock Exchange (HKEX), be suitable for listing.
A new applicant or the guarantor, in the case of a guaranteed issue, must have produced audited accounts in accordance with its national law covering the three financial years preceding the application for listing. In very exceptional cases the HKEX may accept a shorter period of two years. In the case of a new applicant, the latest financial period reported on by the reporting accountants must not have ended more than nine months before the date of the listing document.
If the shares of the issuer or the guarantor, in the case of a guaranteed issue, are not listed then the issuer or the guarantor must have total shareholders’ funds of at least HK$100,000,000, and the nominal amount of each class of debt securities for which listing is sought must be at least HK$50,000,000, or such other amount as the HKEX may from time to time prescribe.
The debt securities for which listing is sought must be freely transferable and must be issued in conformity with the laws of the place where the issuer is incorporated or otherwise established and with the issuer’s memorandum and articles of association or equivalent documents. All authorisations needed for the creation and issue of such debt securities under such laws or documents must have been duly given.
Debt securities to which options, warrants or similar rights to subscribe or purchase equity securities or debt securities are attached must also comply with the requirements applicable to such options, warrants or similar rights.
The issuer must maintain a paying agent at an address in Hong Kong until the date on which no debt security is outstanding unless the issuer performs that function itself.
Any activities or transactions carried out prior to the commencement of dealings with a view to stabilizing or maintaining the market price of the debt securities at levels other than those which might otherwise prevail must only be effected in accordance with all statutory provisions or regulations. If any such activities or transactions are not effected in accordance with such provisions or regulations the application for listing will be rejected by the HKEX.