(I) Financial Requirements:
Main Board
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GEM
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A Main Board new applicant must have a trading record of not less than three financial years and meet one of the following three financial criteria:
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A GEM new applicant must have a trading record of at least two financial years comprising:
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(II) Acceptable Jurisdictions:
Chapter 19 of the Main Board Listing Rules and Chapter 24 of the GEM Listing Rules provide the general framework applicable to all overseas companies seeking a listing on the Exchange. Main Board Rule 19.05(1)(b) and GEM Rule 24.05(1)(b) and the explanatory notes thereto set out the shareholder protection standards that are expected of an overseas company when seeking a primary listing on the Exchange.
Applicants incorporated outside Hong Kong and other recognised jurisdictions seeking a primary listing on Main Board and GEM are assessed on a case-by-case basis and have to demonstrate they are subject to appropriate standards of shareholder protection, which are at least equivalent to those required under Hong Kong law. A roadmap that compromises a schedule of shareholder protection matters is set out in the attachment to the Joint Policy Statement dated 7 March 2007 to distil the key requirements for ensuring appropriate standards of shareholder protection from Exchange’s current approach.
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(III) Accounting Standards:
A new applicant’s accounts must be prepared in accordance with either Hong Kong Financial Reporting Standards or International Financial Reporting Standards.
Banking companies must also comply with the Financial Disclosure by Locally Incorporated Authorised Institutions issued by the Hong Kong Monetary Authority.
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Main Board | GEM |
For Main Board new applicants, accounts of an oversea-incorporated issuer prepared in accordance with 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.
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For GEM new applicants , accounts prepared in accordance with US GAAP are acceptable if the company is listed, or will be simultaneously listed, on either the New York Stock Exchange or the NASDAQ National Market.
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(IV) Suitability for Listing:
Both the issuer and its business must, in the opinion of the Exchange, be suitable for listing.
An issuer or its group (other than an investment company) whose assets consist wholly or substantially of cash or short-dated securities will not normally be regarded as suitable for listing, except where the issuer or group is solely or mainly engaged in the securities brokerage business.
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(V) Operating History and Management:
Main Board | GEM |
A Main Board new applicant must have a trading record period of at least 3 financial years with:
Exception:
Under the Market Cap/Revenue test, the Exchange may accept a shorter trading record period under substantially the same management if the new applicant can demonstrate that:
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A GEM new applicant must have a trading record of at least 2 full financial years with:
Exception:
The Exchange may accept a shorter trading record period and waive or vary the ownership and management requirements for:
supported by reasons acceptable to the Exchange.
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(VI) Minimum Market Capitalisation:
The expected market capitalisation of a new applicant at the time of listing must be at least,
Main Board | GEM |
HK$200 million
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HK$100 million |
(VII) Market Capitalisation of Public Float:
The expected market capitalisation at the time of listing of the securities of a new applicant which are held by the public must be at least,
Main Board | GEM |
HK$50 million
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HK$30 million |
(VIII) Public Float:
At least 25% of the issuer’s total issued share capital must at all times be held by the public.Where the issuer has one class of securities or more, the total securities of the issuer held by the public at the time of listing must be at least 25% of the issuer’s total issued share capital. However, the class of securities for which listing is sought must not be less that 15% of the issuer’s total issued share capital, having an expected market capitalisation at the time of listing of not less than,
Main Board | GEM |
HK$50 million
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HK$30 million |
The Exchange may, at its discretion, accept a lower percentage of between 15% and 25% in the case of issuers with an expected market capitalisation at the time of listing of over HK$10 billion.
(IX) Spread of Shareholders:
Main Board | GEM |
The equity securities in the hands of the public should be held among at least 300 holders. |
The equity securities in the hands of the public should be held among at least 100 persons.
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Note: Not more than 50% of the securities in public hands at the time of listing can be beneficially owned by the three largest public shareholders.
(X) Offering Mechanism:
Main Board | GEM |
A new applicant may not list by way of placing only if there is likely to be significant public demand for its securities.
The Main Board Listing Rules set out certain procedures to be adopted in the allocation of shares in initial public offerings. For further details, please seePractice Note 18 of the Main Board Listing Rules on Initial Public Offer of Securities.
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A new applicant is free to decide on its offering mechanism and may list on our Exchange by way of placing only.
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(XI) New Issue Price:
Both the Main Board and the GEM Listing Rules do not impose conditions on the new issue price. However, new shares cannot be issued at a price below their nominal value.