Form A1 Listing Application Form (For Equity Securities and Debt Securities)

Form A1

(To be typed or copied under the letter-head of the sponsor, who is arranging for the application to be submitted)

To: The Head of the Listing Division,
The Listing Division,
The Stock Exchange of Hong Kong Limited.

Date: . . . . . . . . . 20 . . . .

Dear Sir,

Re: ................................................. (Name of the issuer which is the subject of the listing application) (the “issuer” and together with its subsidiaries, the “issuer group”)

We [ ........................................... [Limited] hereby apply]/[are instructed by ..................................... [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 5(b) below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). An issuer which is not a company or an issuer whose shares are to be represented by depositary receipts should adapt this form as necessary to change references that apply only to companies or issuers of depositary receipts.

Particulars of the proposed listing are:—

1. Proposed timetable for the listing (please specify dates) (Note 1):

(A) first draft of listing document available for Exchange: ..........................

(B) Exchange hearing: .....................................................

(C) date of finalisation of the listing document for publication: .......................................................

(D) listing document date (Note 1(4)): ........................................

(E) application lists close: ..................................................

(F) announcement of results: ...............................................

(G) documents of title despatched: ..........................................

(H) dealings commence: ...................................................

2. Place and date of incorporation or other establishment: ....................................................

3. History and nature of business and, in the case of an investment company, a brief description of investment policy and objectives: .......................
......................................................
......................................................
......................................................
......................................................
......................................................

4. List of proposed directors:

(in English)	(in Chinese)
. . . . . . . . . . . . .	. . . . . . . . . . . . .
. . . . . . . . . . . . .	. . . . . . . . . . . . .
. . . . . . . . . . . . .	. . . . . . . . . . . . .
. . . . . . . . . . . . .	. . . . . . . . . . . . .

5. Details of share capital

(a) Authorised share capital of [currency] [amount] divided into:

Class	Number	Par value per share	Total nominal value
	(A)	(B) [currency]	(C) = (A) x (B) [currency]
Total			___________ ___________

(b) The type(s) and number of securities for which application is now made, being the issued (and paid up) share capital, inclusive of proposed issue, of [currency] [amount] divided into:

	Class	Number	Par value per share	Total nominal value
		(A)	(B) [currency]	(C) = (A) x (B) [currency]
In issue before the offer
Proposed to be issued pursuant to the offer (tentative)
• maximum (if applicable)
• minimum (if applicable)
Total				___________ ___________

(a) Estimated size of offer (tentative):

Number of securities
Class of securities	Sale shares (if applicable) (A)	New issue (if applicable) (B)	Total Offered (C) = (A) + (B)	Proposed offer price (D) [currency]	Estimated size of offer (E) = (C) x (D) [currency]
Total				___________ ___________	___________ ___________

(b) Particulars of proposed listing method of the securities referred to in paragraph 5(b) above (tentative):

Number of securities
Class of securities	Proposed listing method (Note 2)	Sale share (if applicable) (A)	New issue (if applicable) (B)	Total (C) = (A) + (B)	Proposed offer price (D) [currency]	Estimated market value (E) = (C) x (D) [currency]
Total					___________ ___________	___________ ___________

(A) Estimated market value (equity)/total capitalisation (debt) of issuer: ........

(B) Estimated market capitalisation (equity)/nominal amount (debt) of securities for which listing is sought (Note 2): ..........

8. The securities for which application is now made

(a) are/are not identical in all respects (Note 3)
. . . . . . . . . . . . .
. . . . . . . . . . . . .

(b) are/are not identical in all respects with an existing class of security (Note 3)
. . . . . . . . . . . . .
. . . . . . . . . . . . .

(If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)

(c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)
. . . . . . . . . . . . .

(d) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s)
. . . . . . . . . . . . .

(Delete as appropriate)

9. Revenue and profit attributable to equity shareholders for the three preceding years (Note 4):

Year ending ...............
Revenue	Profit
1st Year: .........................................	...................................................
2nd Year: .........................................	...................................................
3rd Year: .........................................	...................................................

10. * So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 6):—

Name

Address

Company

Extent of holding and which company

The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 6):

. . . . . . . . . . . . . . . . . . . . . . . . . . .

* This paragraph is not applicable in the case of capitalisation issues.

11. The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s):—

. . . . . . . . . . . . . . . . . . . . . . . . .

12. The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application:—

Name

Qualifications

Document

13. [Repealed 1 October 2013]

14. Details of renounceable document (where applicable):

(1) type of document .......................................... (which must comply with Appendix B1 to the Listing Rules).

(2) proposed date of issue .................................................

(3) last day for splitting:

(a) nil paid .........................................................

(b) partly paid ......................................................

(4) last day for renunciation ................................................

(5) last day of dealing:

(a) nil paid .........................................................

(b) partly paid ......................................................

15. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:

(1) proposed date of issue of the securities ....................................

(2) proposed date(s) of payment of outstanding instalments ......................
...................................................................

(3) last day for dealing in partly paid form .....................................

16. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for ................... stock/shares and will be ready on ........... for ........... stock/shares.

17. In the case of an investment company, the names of the proposed custodian, management company and investment adviser, if any:
. . . . . . . . . . . . . . . . . . .

A cheque numbered ................ (cheque number) drawn on ........................ (bank) for HK$[ ] is enclosed being payment of / A sum of HK$[ ] has been electronically transferred to the Exchange’s designated bank account as* the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange or if the proposed application for listing is withdrawn, cancelled or rejected by the Exchange, the Issuer acknowledges the Exchange's right to forfeit this amount.

*Delete as appropriate

Sponsor’s undertakings and confirmations

We . . . . . . . . . . . . . . . . . . . . . . (Name of the sponsor), the sponsor to the listing application, hereby:—

(a) confirm and undertake that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials on due diligence standards issued by the Exchange throughout the listing application process (or the part during which we continue to be engaged by the issuer as a sponsor) save with respect to provisions for which waiver has been sought;

(b) confirm and undertake that we have advised and guided, and will continue to advise and guide, the issuer to comply with all applicable Exchange Listing Rules and guidance materials throughout the listing application process; and

(c) declare to the Exchange that as regards our relationship with the issuer, [we are and expect to be independent / we are not or do not expect to be independent because ……………….……….………….………….………….. (enter details of the circumstances that give rise to the lack of independence here or otherwise provide separate submissions)].

Yours faithfully

. . . . . . . . . . . . . . . . . . . . . . . . .
Name:
for and on behalf of
[Sponsor's name]
(Note 7)

Issuer's Undertaking (for equity)

We, ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

(a) for so long as any of our securities are listed on the Main Board, to comply and notify our directors, supervisors and controlling shareholders of their obligations to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, and have notified our directors, supervisors and controlling shareholders of their obligations to comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

(aa) throughout the listing application process, to submit, or procure the submission on our behalf of, to the Exchange information that is accurate and complete in all material respects and not misleading or deceptive; and hereby confirm that all information in this application form and all documents submitted herewith are accurate and complete in all material respects and not misleading or deceptive;

(b) to advise the Exchange as soon as practicable if any change of circumstance arises that would render any information (i) contained in this application form or the draft listing document submitted herewith or (ii) submitted to the Exchange during the listing application process, inaccurate or incomplete in any material respect or misleading or deceptive;

(c) to lodge with the Exchange, before dealings in the securities commence, the declaration (Form F (published in Regulatory Forms)) required by rule 9.11(37) of the Exchange Listing Rules;

(d) to lodge with the Exchange the documents as required by rules 9.11(35) to 9.11(39) of the Exchange Listing Rules as appropriate in due course; and

(e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

Issuer's Undertaking (for depositary receipts)

We ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

(a) for so long as any of the depositary receipts representing our shares are listed on the Main Board, to comply and notify our directors, supervisors and controlling shareholders of their obligations to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and have notified our directors, supervisors and controlling shareholders of their obligations to comply, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

(aa) throughout the listing application process to submit, or procure the submission on our behalf of, to the Exchange information that is accurate and complete in all material respects and not misleading or deceptive; and hereby confirm that all information in this application form and all documents submitted herewith are accurate and complete in all material respects and not misleading or deceptive;

(c) to lodge with the Exchange, before dealings in the depositary receipts commence, the declaration (Form F (published in Regulatory Forms)) required by rule 9.11(37) of the Exchange Listing Rules;

(d) to lodge with the Exchange the documents as required by rules 9.11(35) to 9.11(39) of the Exchange Listing Rules as appropriate in due course; and

(e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

Issuer’s declarations and undertakings (for debt)

We . . . . . . . . . . . . . . . . . . . . . . (Name of the issuer which is the subject of the listing application), the issuer, hereby:—

(a) undertake for so long as any of our debt securities are listed on the Main Board, to comply at all times with all of the requirements of the applicable Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

(b) undertake throughout the listing application process to submit, or procure the submission on our behalf of, to the Exchange information that is accurate and complete in all material respects and not misleading or deceptive; and hereby confirm that all information in this application form and all documents submitted herewith are accurate and complete in all material respects and not misleading or deceptive; and

(c) undertake to advise the Exchange as soon as practicable if any change of circumstance arises that would render any information (i) contained in this application form or the draft listing document submitted herewith or (ii) submitted to the Exchange during the listing application process, inaccurate or incomplete in any material respects or misleading or deceptive.

Guarantor’s declarations and undertakings (for guaranteed debt issue)

We . . . . . . . . . . . . . . . . . . . . . . (Name of the guarantor where the debt securities for which listing is hereby applied are guaranteed), the guarantor of the issuer’s debt securities hereby:—

(a) undertake for so long as any of the issuer’s debt securities are listed on the Main Board, to comply at all times with all of the requirements of the applicable Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

Issuer’s declarations and undertakings (for Chapter 21 investment companies)

We . . . . . . . . . . . . . . . . . . . . . . (Name of the issuer which is the subject of the listing application), the issuer, hereby:—

(a) undertake for so long as any of the issuer’s securities are listed on the Main Board, to comply, and notify our directors, supervisors and controlling shareholders of their obligations to comply at all times with all of the requirements of the applicable Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, and have notified our directors, supervisors and controlling shareholders of their obligations to comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

Investment manager’s declarations and undertakings (for Chapter 21 investment companies)

We . . . . . . . . . . . . . . . . . . . . . . (Name of the investment manager), the issuer, hereby:—

(a) undertake for so long as any of the issuer’s securities are listed on the Main Board, to comply at all times with all of the requirements of the applicable Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;

Issuer's authorisation for filing with the Commission

We are required to file our application (within the meaning under section 2 of the Securities and Futures (Stock Market Listing) Rules (“Rules”)) with the Securities and Futures Commission (“Commission”) under section 5(1) of the Rules. Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the Commission on our behalf as and when we file them with the Exchange.

In respect of materials and documents filed and submitted in relation to our listing application including those filed by our advisers and agents on our behalf, we hereby acknowledge that both the Exchange and the Commission will have unrestricted access to such materials and documents, and on this basis, the Exchange will be regarded as having discharged the above duty of filing such materials and documents with the Commission on our behalf as and when such materials and documents are filed and submitted .

If our securities become listed on the Exchange, we will be required to file certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the Commission under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the Commission on our behalf as and when we file them with the Exchange.

All documents aforementioned shall be filed with the Exchange in such manner as the Exchange may from time to time prescribe.

The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

Yours faithfully

. . . . . . . . . . . . .
Director for and on
Behalf of [insert name
of applicant] as authorised
by resolution of the board
of directors dated
[insert date]

[Only for listing application of debt securities which are guaranteed]

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For and on behalf of
[the guarantor of the debt securities]

[Only for listing application under Chapter 21

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For and on behalf of
[the investment company]

NOTES

Note 1: All applicants should note that:—

(1) this listing application form must be submitted to the Exchange 14 clear days (for debt) prior to the date on which the listing document is to be finalised for publication;

(2) the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap another issuer's timetable;

(3) the applicant will be informed of the estimated size of issue and the current date on which it is proposed that the application lists will close of every other issuer whose timetable will coincide with or overlap the applicant's proposed timetable;

(4) future applicants whose proposed timetable coincides with or overlaps the applicant's timetable will be informed of the estimated size of issue and current date on which it is proposed that the application lists will close of the applicant as disclosed in this form (all other details will be retained in strict confidence);

(5) applicants will normally only be permitted to delay their timetable as the result of circumstances which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;

(6) if there is any change in the applicant's proposed timetable without the approval of the Exchange, or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and

(7) the submission of a listing application form shall be deemed to confer authority upon the Exchange to notify to:—

(a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants, the estimated size of the applicants' issue and the current date on which it is proposed that the application lists will close; and

(b) the Securities and Futures Commission and the Hong Kong Monetary Authority, the details of the application.

Note 2: Give particulars of the proposed method of listing of the securities, i e., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalisation issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise. In the case of an introduction, this application must state the names and holdings (if known) of the ten largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their families.

Note 3: "Identical" means in this context:—

(1) the securities are of the same nominal value with the same amount called up or paid up;

(2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

(3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

Note 4: This section need not be completed by a bank.

Note 5: If insufficient space is provided for completion of any paragraph, additional information may be entered on a separate sheet of paper, duly signed and attached.

Note 6: These paragraphs apply only to companies and:—

"chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

"substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

Note 7: To the extent that this form is required to be signed on behalf of the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.

Note 7A: Each and every director of the sponsor firm, and any officer or representative of the sponsor firm supplying information sought in this form should:

(1) note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under “relevant provisions” (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance as amended from time to time); and

(2) be aware that giving to the Exchange any record or document which is false or misleading in a material particular will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance as amended from time to time.

IMPORTANT

Note 8: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application if there are too many existing applications in the relevant period.