The Hong Kong Stock Exchange ("the Exchange") operates two markets on which companies may choose to list their shares: the Main Board and the Growth Enterprise Market ("GEM").

Main Board

This is the market for companies that meet the profit and other financial requirements under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. Companies listed on the Main Board range from conglomerates and banks to utilities and property developers.

GEM

This is the market for companies from all industries that have growth potential but do not necessarily have a performance track record. This is governed by the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited.

Offering Mechanisms

The following are the offering mechanisms available for new applicants:

(a) Offer for Subscription

An offer to the public by, or on behalf of, an issuer of its own securities for subscription.

(b) Offer for Sale

An offer to the public by, or on behalf of, the holders or allottees of securities already in issue or agreed to be subscribed.

(c) Placing

The obtaining of subscriptions for, or the sale of securities by, an issuer or intermediary primarily from or to persons selected or approved by the issuer or the intermediary.

(d) Introduction

An application for listing of securities already in issue where no marketing arrangements are required.

Basic Requirements for Listing

The basic requirements for listing equity securities on the Exchange are as follows :-

 

Main Board

GEM

Jurisdiction

The issuer must be incorporated in one of the following jurisdictions:

  1. Hong Kong;
  2. Bermuda;
  3. Cayman Islands; or
  4. China.

Accounting Standards

A new applicant’s accounts must be prepared in accordance with either Hong Kong Financial Reporting Standards or International Financial Reporting Standards.

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 whose assets consist wholly or substantially of cash or short-dated securities will not be regarded as suitable for listing, except where the issuer or its group is mainly engaged in the securities brokerage business.

Financial Requirements

A new applicant for the Main Board must have a trading record of not less than 3 financial years and have at least HK$50 million of profits in the last 3 financial years (with profits of HK$20 million in the most recent year and aggregate profits of at least HK$30 million in the 2 years before that). It must also have at least HK$200 million market capitalisation at the time of listing.

The Exchange may however accept a shorter trading record period and/or may vary or waive the above profit or other financial requirements.

A new applicant for GEM is not required to meet any profit or financial requirements.

Operating History and Management

A new applicant must have a trading record of at least 3 financial years under substantially the same management and ownership. In practice, this means that the company must have:

  1. management continuity for at least the 3 preceding financial years; and
  2. ownership continuity and control for at least the most recent audited financial year.

A new applicant must have at least 24 months of active business pursuits ("ABP") conducted under substantially the same management and ownership.

This requirement may be reduced to 12 months if the new applicant:

  1. recorded total turnover of at least HK$500 million in the last 12 months;
  2. recorded total assets of at least HK$500 million in the last financial year; or
  3. is expected to have a market capitalization of at least HK$500 million at the time of listing.

Focused Line of Business

No such requirement. In practice, the issuer must have a core business.

The issuer must have pursued a focused line of business over the period of ABP. However, peripheral activities related to the main line of business are allowed.

Minimum Market Capitalisation

The expected market capitalization of a new applicant at the time of listing must be at least HK$200 million.

The expected market capitalization of a new applicant at the time of listing must be:

  1. not less than HK$46 million for new applicants with 24 months of ABP; and
  2. not less than HK$500 million for new applicants with 12 months of ABP.

Market Capitalisation of Public Float

The expected market capitalization at the time of listing of the securities of a new applicant which are held by the public must be at least HK$50 million.

The expected market capitalization at the time of listing of the securities of a new applicant which are held by the public must be:

  1. not less than HK$30 million for new applicants with 24 months of ABP; and
  2. not less than HK$150 million for new applicants with 12 months of ABP.

Public Float

At least 25% of the issuer’s total issued share capital must at all times be held by the public.

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 of over HK$10 billion.

At least 25% of the issuer’s total issued share capital must at all times be held by the public (subject to a minimum value of HK$30 million) if the new applicant’s market capitlisation at the time of listing does not exceed HK$ 4 billion.

Where the new applicant’s market capitalization at the time of listing exceeds HK$ 4 billion, then the public float must be the higher of:

  1. the percentage that would result in the market value of the securities in public hands being equal to HK$ 1 billion; and
  2. 20% of the issuer’s total issued share capital.

Spread of Shareholders

Depending on whether the issuer is qualified for listing under profit or other financial standards requirement, 300 to 1000 shareholders.

No more than 50% of the securities in public hands at the time of listing can be beneficially owned by the 3 largest public shareholders.
  1. 100 shareholders for issuers with 24 months of ABP;
  2. 300 shareholders for issuers with 12 months of ABP, with the largest 5 and largest 25 of such shareholders holding in aggregate not more than 35% and 50% respectively, of the equity securities in the hands of the public.

Offering Mechanism

A new applicant may not list by way of placing if there is likely to be significant public demand for its securities.

A new applicant is free to decide on its offering mechanism and may list on the Exchange by way of placing only.

New Issue Price

New shares cannot be issued at a price below their nominal value.

New shares cannot be issued at a price below their nominal value.

For GEM applicants with only 12 months of ABP, the new issue price must not below HK$1.00.

Parties involved in a New Listing

An IPO entails numerous steps and procedures being carried out before the securities of a company become listed. In general, the following professional parties are involved in a new listing: sponsors, reporting accountants, legal advisers, underwriters/placing agent, and valuers.

Initial Listing Fees

An initial listing fee will be payable on the application for listing based on the monetary value of the equity securities to be listed. The initial listing fee is payable at the same time as the submission of the listing application.

(a) Main Board

Monetary value of Equity Securities not exceeding (HK$ million)

Initial Listing Fee (HK$)

100

150,000

200

175,000

300

200,000

400

225,000

500

250,000

750

300,000

1,000

350,000

1,500

400,000

2,000

450,000

2,500

500,000

3,000

550,000

4,000

600,000

5,000

600,000

Over 5,000

650,000

(b) GEM

Monetary value of Equity Securities not exceeding (HK$ million)

Initial Listing Fee (HK$)

100

100,000

1,000

150,000

Over 1,000

200,000

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.