Microsoft Word - GL57-13 Eng (20211105)(Clean-Final).docx

HKEX GUIDANCE LETTER

HKEX-GL57-13 (July 2013) (Updated in February, March, June and September 2014,

November 2016, February 2018, and March, July 2019, November 2020 and November

2021)

[Updated to reflect the use of the Company Case Number Request Form effective on

29 November 2020]

Subject Guidance on the logistical arrangements for the submission and

publication of Application Proofs, Post Hearing Information Packs

(“PHIPs”) and related materials on the Exchange’s website

Listing Rules Main Board Rules 9.08(2)(a) to 9.08(2)(c), 12.01A, 12.01B, 20.25,

20.26 and Practice Note 22 (“PN22”)

GEM Rules 12.10(2)(a) to 12.10(2)(c), 16.01A, 16.01B and Practice

Note 5 (“PN5”)

Publications

HKEX-GL56-13 – Guidance on (i) disclosure requirements for

substantially complete Application Proofs; and (ii) publication of

Application Proofs and Post Hearing Information Packs on the

Exchange’s website (“GL56-13”)

Author IPO Vetting Department

Important note: This letter does not override the Listing Rules and is not a substitute for

advice from qualified professional advisers. If there is any conflict or inconsistency between

this letter and the Listing Rules, the Listing Rules prevail. You may consult the Listing Division

on a confidential basis for an interpretation of the Listing Rules or this letter.

Purpose (Updated in March 2019)

1. This letter provides guidance on the logistical arrangements for the submission and

publication of Application Proofs, PHIPs and the statements stating that no reliance

should be placed on any media reports about the new applicant subsequent to the

publication of its Application Proof or PHIP (as the case may be) under Main Board Rule

9.08(2)(c) (GEM Rule 12.10(2)(c)) (the “Statements”) for Main Board and GEM

applications on the Exchange’s website. New applicants

and their sponsors

must

follow these arrangements and such others as may from time to time be prescribed by

the Exchange.

For the purpose of this guidance letter, this includes a Collective Investment Scheme (“CIS”) applicant which

is required to publish an Application Proof and a PHIP under Main Board Rules 20.25 and 20.26.

For the purpose of this guidance letter, this includes a “listing agent” or a person under whatever description

appointed by a CIS applicant which is required to discharge the functions equivalent to those of a sponsor

for the purpose of a listing of interests in a CIS under Chapter 20 of the Main Board Rules.

Relevant Listing Rules (Updated in March 2019)

2. Main Board Rules 9.08(2)(a) to 9.08(2)(c) (GEM Rules 12.10(2)(a) to 12.10(2)(c))

provide, among other things, that: (a) an Application Proof, (b) a PHIP, and (c) any

Statement published on the Exchange’s website need not be submitted to the Exchange

for prior review.

3. Main Board Rules 12.01A and 12.01B (GEM Rules 16.01A and 16.01B) require that a

new applicant

must publish its Application Proof and PHIP on the Exchange’s website

in accordance with Main Board Rule 2.07C (GEM Rule 16.17) and PN22 to the Main

Board Rules (PN5 to the GEM Rules).

4. Main Board Rules 20.25 and 20.26 require a CIS applicant with a listing agent appointed

to discharge the functions of a sponsor must publish its Application Proof and PHIP on

the Exchange’s website in accordance with Main Board Rule 2.07C and PN22 to the

Main Board Rules.

5. PN22 to the Main Board Rules (PN5 to the GEM Rules) provides detailed submission

and publication requirements for Application Proofs and PHIPs, including language

requirements, content requirements, prescribed timing for submission and publication,

and the relevant legal confirmations.

General (Updated in March 2019)

6. For the purposes of publication on the Exchange’s website, an Application Proof (“AP-

Publication”) and a PHIP must, among other things, be accompanied by appropriate

disclaimer and warning statements and not contain any information regarding the

proposed offering or other information that would result in the AP-Publication or the

PHIP being deemed as (i) a prospectus under section 2(1) of the Companies (Winding

Up and Miscellaneous Provisions) Ordinance as amended from time to time (Cap. 32)

(the “CWUMPO”); (ii) an advertisement under section 38B(1) of the CWUMPO; or (iii)

an invitation to the public in breach of section 103(1) of the Securities and Futures

Ordinance (Cap. 571) as amended from time to time (the “SFO”) (CWUMPO and SFO

collectively, the “Relevant Laws”).

7. The Securities and Futures Commission (the “SFC”) is of the view that so long as an

AP-Publication or a PHIP published on the Exchange’s website adheres to the guidance

set out in paragraphs 8 and 9 below, it will not constitute a prospectus, an advertisement

or an invitation to the public under the Relevant Laws (collectively, the “Offering

Materials”).

Warning and Disclaimer Statements

8. Appendices I and II set forth examples of the minimum content requirements for the

warning and disclaimer statements. They are for reference only and are not intended

to be prescriptive. New applicants can adopt statements that contain elements

additional to but not detracting from those set out in Appendices I and II.

Under Main Board Rule 9A.03(1A), a GEM transfer applicant is not required to submit a PHIP for publication

(unless there is a public offer).

Redactions in AP-Publication and PHIP to be published on the Exchange’s Website

(Updated in March 2019)

9. Please refer to GL56-13 for guidance on what information must be redacted in the AP-

Publication and PHIP. The new applicant’s legal adviser must provide a confirmation

to the Exchange in relation to the redactions of these documents following the wording

set out in paragraph 7 of PN22 to the Main Board Rules (paragraph 6 of PN5 to the

GEM Rules). Inadequate redaction of information in the AP-Publication and PHIP may

render the AP-Publication and PHIP constituting Offering Materials, and the publication

of such AP-Publication or PHIP is likely to condition the market ahead of the publication

of a properly authorised prospectus and affect market perceptions of an upcoming offer.

We will take strict measures against such publication to “cool off” any undesirable

impact on the market, including immediate removal of the AP-Publication or PHIP from

the Exchange’s website and/ or suspension of the vetting of the listing application for

up to a month from the date of such withdrawal.

Exemptions from Publication of AP-Publication (Updated in March 2019)

10. Paragraph 18 of PN22 to the Main Board Rules (paragraph 17 of PN5 to GEM Rules)

permits a new applicant to submit confidential filing (i.e. no publication of an AP-

Publication on the Exchange’s website is required). For the purposes of the relevant

practice notes, “significantly large market capitalisation” shall mean a market

capitalisation of not less than US$400 million at the time of listing application, and a

“recognised overseas exchange” shall mean the main market on any one of the

exchanges as set out in section 5 of the Joint Policy Statement Regarding the Listing of

Overseas Companies

(which may be subject to change as the Exchange considers

appropriate).

11. The Exchange or the Commission (as the case may be) may waive or modify the

publication requirements for an Application Proof. An applicant is encouraged to consult

the Exchange or the Commission (as the case may be) at an early stage if it envisages

any difficulties in complying with the publication requirements (e.g. where the

publication of an Application Proof will conflict with the laws of the foreign jurisdiction

which the applicant is subject to or unduly prejudice an applicant’s continuing listing

status on an overseas exchange; if the Application Proof contains price sensitive

information (“Price Sensitivity Concern”) on the applicant, its related listed parties

and/or its financial instruments/derivatives listed on a recognised overseas exchange,

or in addition to the Price Sensitivity Concern, the applicant is also making a parallel

confidential filing to a recognised overseas exchange and would like to maintain

information parity between the two markets as long as there is no requirement by the

recognised overseas exchange to disclose material information and confidentiality can

be maintained).

12. In the case of a spin-off from an overseas listed parent, the Exchange or the SFC (as

the case may be) will only consider a waiver from the publication requirements for AP-

https://www.hkex.com.hk/-/media/HKEX-Market/Listing/Rules-and-Guidance/Other-Resources/Listing-of-

Overseas-Companies/A-List-of-Acceptable-Overseas-Jurisdictions/jps_20180430.pdf?la=en

Publication on a case-by-case basis, taking into account whether a new applicant can

generally satisfy (i), (ii) or (iii) below:

(i) the new applicant’s application for listing in Hong Kong constitutes price-sensitive

information to its overseas listed parent under the applicable rules of its primary

listing venue; the overseas listed parent is not required under the applicable rules

of its primary listing venue to disclose the new applicant’s listing in Hong Kong (e.g.

safe harbour provisions are available under the rules of its primary listing venue);

and the overseas listed parent keeps and undertakes to keep the new applicant’s

application for listing in Hong Kong confidential before the issue of the PHIP;

(ii) the AP-Publication contains price-sensitive information to the overseas listed

parent under the applicable rules of its primary listing venue; the overseas listed

parent is entitled to keep the price-sensitive information confidential under the

applicable rules of its primary listing venue by redacting such information in the

AP-Publication; and the extent of the proposed redactions will make the content

of the AP-Publication meaningless; or

(iii) the overseas listed parent’s jurisdiction or the relevant stock exchange on which it

is listed has requirements or regulations that prohibit the overseas listed parent or

the new applicant from publishing a draft listing document relating to the spin-off.

13. In the case of a spin-off from a parent listed on the Exchange, the Exchange and/ or the

SFC (as the case may be) will only consider a waiver from the publication requirements

for an AP-Publication on a case-by-case basis in light of the relevant application of the

inside information requirements under Part XIVA of the SFO.

The Statements (Updated in March 2019)

14. A new applicant at its own discretion may publish the Statements on the Exchange’s

website stating that no reliance should be placed on any media reports about the new

applicant subsequent to the publication of its Application Proof/ PHIP

. The Exchange

does not review the Statements, but new applicants must submit a copy to the

Exchange for its record prior to publication. New applicants must ensure that each

Statement does not include information that (i) would result in the Statement being

deemed to be Offering Materials; (ii) discusses its proposed issue of securities; or (iii)

promotes its securities to be issued or its listing. A recommended template for the

Statements is set out in Appendix III.

Publication of AP-Publications, PHIPs and the Statements (Updated in November 2020)

15. The AP-Publications, PHIPs, and the Statements must be submitted through HKEX-

ESS

and will be published on a designated webpage of the Exchange’s website

(“Designated Webpage”). New applicants must upload the AP-Publication through the

For example, if there are complaints/ allegations in media reports made against a new applicant after its

Application Proof/ PHIP is published on the Exchange’s website.

e-Submission System (“HKEX-ESS”) is the Exchange’s system to enable registered users to submit

documents electronically to the Exchange.

https://www1.esubmission.hkex.com.hk (Updated in July 2019)

HKEX-ESS on the same day when the listing application

is submitted to the Exchange.

A new applicant’s directors should form their own views to conclude that the material

comments raised by the Exchange have been addressed before a PHIP is published.

16. A new applicant’s sponsor must arrange on behalf of the new applicant for the

publication of these documents. A sponsor must:

(i) register with the Exchange’s Primary Market Information Team as a HKEX-ESS

user at least three business days before any submission. We will assign a user

account to each applying sponsor. If a sponsor is already a HKEX-ESS user, no

re-registration is required and the previously allocated user account can be used

for submission of AP-Publications, PHIPs and the Statements through the HKEX-

ESS; and

(ii) obtain a company case number from the Listing Division – IPO Vetting Department

for the new applicant by filing a request form as set out in Appendix IV at least

three business days before the filing of the listing or authorisation application. This

case number is specific to a new applicant and it must be used for submissions of

all materials under the same application.

17. Every AP-Publication, PHIP and Statement must be:

(i) prepared in both English and Chinese;

(ii) in a ready-to-publish electronic version (see paragraph 23 below for guidance on

file size); and

(iii) accompanied by a written confirmation from each sponsor to the Listing Division

– IPO Vetting Department that the submission of the AP-Publication, PHIP or

Statement is under the new applicant’s authority (see Form M115 (for Main Board

applicants) or Form G115 (for GEM applicants)).

18. AP-Publications, PHIPs and the Statements will be published on the Designated

Webpage in a straight-through manner once submitted through HKEX-ESS. The

HKEX-ESS operations hours is from 6:00 a.m. to 11:00 p.m. on business days, and

6:00 p.m. to 8:00 p.m. on a non-business day that is immediately before a business

day

. However, if AP-Publications or PHIPs are submitted through CD ROMs (see

paragraph 23 below), the publication time on the Designated Webpage will be subject

to the time of submission

Refers to the date on which the signed listing application form and all other documents required by the Listing

Rules and in the prescribed format as set out in Guidance Letter GL55-13 are submitted to the Exchange.

(Added in November 2020)

Saturdays are usually closed for maintenance.

Usually, if a submission is made on a business day and (a) before 6:00 p.m., it can be published before

11:00 p.m. on the same day; (b) after 6:00 p.m. and the following day is a business day, it can be published

before noon on the following day; or (c) after 6:00 p.m. and the following day is not a business day, it can be

published between 6:00 p.m. and 8:00 p.m. on the next non-business day (except for Saturdays). If a

submission is made on a non-business day between 6:00 p.m. and 8:00 p.m. (except for Saturdays), it can

be published before midnight on the same day. The publication time for AP-Publication could be different

subject to processing time.

19. Priority is usually given to PHIPs as it is not anticipated that AP-Publications and

Statements will have the same time pressure for publication. If a PHIP is intended to

be submitted on a day where no HKEX-ESS service is available, the new applicant and

its sponsor should consult the Exchange in advance (in any case no later than 2:00 p.m.

on the business day immediately before the day of submission) on whether any special

arrangement can be made.

File Specifications (Updated in July 2019)

20. Every file comprising an AP-Publication, PHIP or the Statement submitted for

publication must adhere to the file specifications set out in the e-Submission System

User Manual for Publication Related Matters (“User Manual”).

21. A warning statement as set out in Appendix I in English and Chinese contained in

separate files must be submitted together with the AP-Publication. A new applicant is

not required to submit any warning statement subsequently for the PHIPs and

Statements of the same application, although it is allowed to revise the warning

statement from time to time as it considers appropriate.

22. Every AP-Publication and a PHIP submitted through HKEX-ESS (or on CD ROM for

large files, see paragraph 23 below) must contain the following:

(i) a single file containing an AP-Publication or a PHIP with bookmarks to enable

readers to navigate easily between chapters of the document; and

(ii) a multi-file of the same AP-Publication or PHIP divided into different chapters as

in the recommended contents layout in Appendix V.

23. Each AP-Publication, PHIP and Statement submitted through HKEX-ESS must NOT be

larger than 40MB and must not be in a compressed format (e.g. a “zip” file). If any file

exceeds 40 MB, the new applicant must submit the file on a CD ROM (together with the

Form M115 (for Main Board applicants) or Form G115 (for GEM applicants)). The new

applicant must send the CD ROM to the collection box located at the following address

during the operational hours of HKEX-ESS (see paragraph 18) as soon as other files

(e.g. warning statements) where applicable are submitted through HKEX-ESS:

Primary Market Information Team,

Listing Division,

Hong Kong Exchanges and Clearing Limited,

11th Floor, Two Exchange Square

8 Connaught Place,

Central,

Hong Kong

(Please write clearly “Application Proof or PHIP for Publication-[company case number]”

on the envelope for identification purpose.) Failure to do so may delay the acceptance

of an Application Proof or publication of a PHIP.

24. User Manual includes the procedures on the submission of AP-Publications, PHIPs and

Statements, and can be accessed through the link at http://www2.hkexnews.hk/Listed-

Company-Publications/Enhanced-ESS?sc_lang=en. Please refer to the following

headings of the User Manual for the file specifications:

(i) “File Name Convention and Recommended File Size” section of Appendix G; and

(ii) “Excel Spreadsheet” section of Appendix G (applicable to multi-file submission

through CD ROM only).

Further, relevant training materials which cover major HKEX-ESS user functions, are also

provided.

AP-Publications, PHIPs and the Statements on the Designated Webpage (Updated in

March 2019)

25. AP-Publications, PHIPs and Statements are displayed at:

http://www.hkexnews.hk/app/sehkappmainindex.htm (for Main Board applicants) or

http://www.hkgem.com/newlistings/e_app.htm (for GEM applicants). The Exchange will

publish status marks and information on the Designated Webpage to indicate the status

of each listing application in accordance with paragraph 21 of PN22 to the Main Board

Rules and paragraph 20 of PN5 to the GEM Rules.

26. AP-Publications, PHIPs and the Statements can be searched by headline categories

year or consolidated excel index at the Designated Webpage.

27. If a listing application is subsequently returned by the Exchange under Main Board Rule

9.03(3) (GEM Rule 12.09(2)), the AP-Publication will remain on the Designated

Webpage until completion of all the review procedures for the return decision, or the

time for invoking such review has lapsed. All information relating to the new applicant

originally under the “Active” status mark on the Designated Webpage will be removed,

and the Exchange’s website will only publish the name of the new applicant and its

sponsor and the date of the return.

***

Please refer to Appendix 24 of the Main Board Rules (Appendix 17 of the GEM Rules).

Appendix I

Minimum Warning Statement in a Dedicated Section of the Exchange’s Website

Warning Statement

The documents which you will access by clicking the acceptance button below (“these

documents”) are being published by [the name of the new applicant] (the “Company”) as

required by The Stock Exchange of Hong Kong Limited/ the Securities and Futures

Commission under the Listing Rules. These documents should not be accessed by persons

located in any jurisdictions where the provision of the following information may breach local

securities law.

Each of these documents is in draft form. The information contained in it is incomplete and

is subject to change which can be material. If an offer or an invitation is made to the public

in Hong Kong in due course, prospective investors are reminded to make their investment

decisions solely based on the Company’s [prospectus registered with the Registrar of

Companies in Hong Kong] [offering circular authorised by the Securities and Futures

Commission under Section 105 of the Securities and Futures Ordinance], copies of which

will be distributed during the offer period.

The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission

give no indication that the application to which these documents relate has been approved

for listing and take no responsibility for the contents of the Company’s information published

on this website, make no representation as to its accuracy or completeness and expressly

disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the

whole or any part of the contents of this information.

The Company, its sponsors, advisers and members of the underwriting syndicate do not

have any obligation or liability to its investors in relation to these documents except for the

Company’s obligation to submit these documents for publication on the Exchange’s website.

I hereby declare that I am a resident of Hong Kong or I am not prohibited by any laws and

regulations from gaining access to the new applicant’s documents referred to in the above

warning statement and I confirm that I have read the warning statement before proceeding

to the next web page.

Viewer can choose to accept or not to accept the statement above *

* This statement is provided by the Exchange for reference only.

Appendix II

Minimum Disclaimer Statement on an Application Proof and a PHIP

1. Minimum Disclaimer Statement on the Front Page of an Application Proof and a Post

Hearing Information Pack (PHIP)

The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take

no responsibility for the contents of this [*Application Proof] [*PHIP], make no representation

as to its accuracy or completeness and expressly disclaim any liability whatsoever for any

loss howsoever arising from or in reliance upon the whole or any part of the contents of this

[*Application Proof] [*PHIP].

[*Application Proof] [*Post Hearing Information Pack] of

[name of the new applicant] (the “Company”)

(a company incorporated in [ ])

WARNING

The publication of this [*Application Proof] [*PHIP] is required by The Stock Exchange of

Hong Kong Limited (the “Exchange”)/ the Securities and Futures Commission (the

“Commission”) solely for the purpose of providing information to the public in Hong Kong.

This [*Application Proof] [*PHIP] is in draft form. The information contained in it is incomplete

and is subject to change which can be material. By viewing this document, you acknowledge,

accept and agree with the Company, its sponsor, advisers or member of the underwriting

syndicate that:

(a) this document is only for the purpose of providing information about the Company to the

public in Hong Kong and not for any other purposes. No investment decision should be

based on the information contained in this document;

(b) the publication of this document or supplemental, revised or replacement pages on the

Exchange’s website does not give rise to any obligation of the Company, its sponsor,

advisers or members of the underwriting syndicate to proceed with an offering in Hong

Kong or any other jurisdiction. There is no assurance that the Company will proceed

with the offering;

may not be replicated in full or in part in the actual final listing document;

(d) the [*Application Proof] [*PHIP] is not the final listing document and may be updated or

revised by the Company from time to time in accordance with the Listing Rules;

(e) this document does not constitute a prospectus, offering circular, notice, circular,

brochure or advertisement offering to sell any securities to the public in any jurisdiction,

nor is it an invitation to the public to make offers to subscribe for or purchase any

securities, nor is it calculated to invite offers by the public to subscribe for or purchase

any securities;

Appendix II

(f) this document must not be regarded as an inducement to subscribe for or purchase any

securities, and no such inducement is intended;

(g) neither the Company nor any of its affiliates, advisers or underwriters is offering, or is

soliciting offers to buy, any securities in any jurisdiction through the publication of this

document;

(h) no application for the securities mentioned in this document should be made by any

person nor would such application be accepted;

(i) the Company has not and will not register the securities referred to in this document

under the United States Securities Act of 1933, as amended, or any state securities

laws of the United States;

(j) as there may be legal restrictions on the distribution of this document or dissemination

of any information contained in this document, you agree to inform yourself about and

observe any such restrictions applicable to you; and

(k) the application to which this document relates has not been approved for listing and the

Exchange and the Commission may accept, return or reject the application for the

subject public offering and/ or listing.

If an offer or an invitation is made to the public in Hong Kong in due course, prospective

investors are reminded to make their investment decisions solely based on [the Company’s

prospectus registered with the Registrar of Companies in Hong Kong] [offering circular

authorised by the Commission under Section 105 of the Securities and Futures Ordinance],

copies of which will be distributed to the public during the offer period.

2. Warning Statement – There should be a prominent warning statement on each page of

this document displayed on the Exchange’s website stating that this document is in draft

form, incomplete and subject to change and that the information must be read in

conjunction with the section headed “Warning” on the cover of this document.

* delete as appropriate

Appendix III

Recommended Template for the Statements

“This announcement is a statement made under [*Main Board Rule 9.08(2)(c)/ GEM Rule

12.10(2)(c)] (Note)

We noted [source of media reports] on [date] subsequent to the publication of the

[*Application Proof/ PHIP] on [date]. No reliance should be placed on the [media reports

identified].

The publication of the [*Application Proof/ PHIP] and this document is only for the purpose of

providing information about the Company and not for any other purposes. No investment

decision should be based on the information contained in [*Application Proof/ PHIP] or this

announcement.

This announcement does not constitute a prospectus, offering circular, notice, circular,

brochure or advertisement offering to sell any securities to the public in any jurisdiction. It is

also not an invitation to the public to make offers to subscribe for or purchase any securities,

nor is it calculated to invite offers by the public to subscribe for or purchase any securities.

This announcement is made by the order of the Company. The Company’s Board of

Directors collectively and individually accept responsibility for the accuracy of this

announcement.”

--------------------------------------------------------------------------------------

Note: The new applicant must ensure that the statement does not (i) include information

that will constitute a prospectus under section 2(1) of the Companies (Winding Up

and Miscellaneous Provisions) Ordinance as amended from time to time (Cap. 32)

(“CWUMPO”); or an advertisement under section 38B(1) of the CWUMPO; or an

invitation to the public in breach of section 103(1) of the Securities and Futures

Ordinance as amended from time to time (Cap. 571), (ii) discusses the new

applicant’s proposed issue of securities; or (iii) promotes its securities to be issued

or its listing. (Updated in March 2014)

* delete as appropriate

Appendix IV

香港聯合交易所有限公司

(香港交易及結算所有限公司全資附屬公司)

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

COMPANY CASE NUMBER REQUEST FORM

Date of Request

DD MM YYYY

I. Subject Matter*

☐ For initial listing application

☐ For renewal of application

Filing date of the latest application: DD MM YYYY

II. New Listing Applicant information*

Name of applicant (in English): Input the English name of the applicant

Name of applicant (in Chinese)

: Input the Chinese name of the applicant

Board of listing: Choose an item

Expected submission date of listing

application:

DD MM YYYY

Case no. of sponsor engagement

e.g. 2020XXXX-I13000-XXXX

III. Sponsor information*

Name of sponsor(s): Input the name of Sponsor

Project email(s)

: Input the email address

Contact person and telephone

: Input the name and phone number of the contact person

IV. Other Sponsor information (where applicable)

Name of sponsor(s): Input the name of Sponsor

Project email(s)

: Input the email address

Contact person and telephone

: Input the name and phone number of the contact person

Notes:

* All fields under this section are mandatory.

1. Input N/A if the applicant does not have a Chinese name.

2. Upon the receipt of Sponsor Engagement Notification e-Form, the Exchange will assign a case number for the sponsor

engagement which is quoted in the subject of the Mixed Media Offer (the “MMO”) letter. The sponsor still needs to submit this

form to obtain a company case number for the submission of the listing application and the Application Proof.

3. Input the project emails in this field.

4. This is use for communication with IPO Administrative Team on case number and document submission matters only.

5. Input the information for ALL sponsors in this section. Please add rows if more than two sponsors are engaged.

CN001

Appendix IV

香港聯合交易所有限公司

(香港交易及結算所有限公司全資附屬公司)

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

COMPANY CASE NUMBER REQUEST FORM

LISTING APPLICATIONS FOR COLLECTIVE INVESTMENT SCHEME (“CIS”)

Date of Request*

DD MM YYYY

I. Subject Matter*

☐ For initial listing application

☐ For renewal of application

Filing date of the latest application: DD MM YYYY

II. New Listing Applicant information*

Name of applicant (in English): Input the English name of the applicant

Name of applicant (in Chinese)

: Input the Chinese name of the applicant

Types of CIS:

☐ Exchange Traded Funds (“ETF”)

☐ Real Estate Investments Trusts (“REITS”)

☐ Other unit trusts / mutual funds, please specify:

__________________________________________

Expected submission date of listing

application:

DD MM YYYY

Date / Expected date of SFC’s no

comment confirmation on CIS

Disclosure Document:

DD MM YYYY

III. Listing agent information*

Name of listing agent: Input the name of listing agent

Contact email(s)

: Input the email address

Contact person and telephone

: Input the name and phone number of the contact person

IV. Other Listing agent’s information (where applicable)

Name of listing agent(s): Input the name of listing agent

Contact email(s)

: Input the email address

Contact person and telephone

: Input the name and phone number of the contact person

Notes:

* All fields under this section are mandatory.

1. Input N/A if the applicant does not have a Chinese name.

2. Input the project emails if any.

3. This is use for communication with IPO Administrative Team on case number and document submission matters only.

CN001 (CIS)

Appendix V

Recommended Content Layout of an Application Proof and a PHIP

(Some sections/ chapters may not be applicable to a new applicant and therefore would not

be expected to be included)

Sections/ Chapters

Warning statement (see Appendix II for sample language)

Cover

Important

Expected timetable

Contents

Summary

Definitions and glossary

Forward-looking statements

Risk factors

Waivers and exemptions from strict compliance with the Listing Rules

Information about the listing document and any global offering

Directors, supervisors and parties involved in the global offering

Corporate information

Industry overview

Regulations

History, development and reorganisation

Business

Financial information

Relationship with controlling shareholders

Connected transactions

Share capital

Substantial shareholders

Cornerstone investors

Directors, senior management and employees

Future plans and use of proceeds

Underwriting

Structure of the global offering

How to apply for Hong Kong offer shares

Appendix I – Accountants’ report

Appendix II – Unaudited pro forma financial information

Appendix III – Profit forecast

Appendix IV – Property valuation report

Appendix V – Other expert reports

Appendix VI – Summary of the new applicant’s constitution, law of the place of incorporation

and information on its dual primary listing

Appendix VII – Statutory and general information

Appendix VIII – Documents delivered to the Registrar of Companies and available for

inspection