Form F Issuer’s Declaration
Form F
(In the case of a New Listing, this form of declaration will be generated and partially pre-populated by FINI. In other cases, the following is a suggested form of declaration which may be amended to meet individual cases)
Case Number: . . . . . . . . . . . . . .. . .
Date: . . . . . . . . . . . . . .. . .
Unless otherwise defined herein, capitalised terms used in this form have the same meanings as those defined in the listing document of . . . . . . . . . . . . . . . . .. . (hereinafter called the “Issuer”) dated . . . . . . . . . . . . . (the "listing document").
We, .............................. and ............................... a Director and the Secretary respectively of the Issuer, declare to the best of our knowledge, information and belief as follows:—
1. (a) that all legal requirements in connection with the issue/ offer/ introduction/ new listing of the following securities of the Issuer, namely:
Number of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Type of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominal value/ denomination of securities (where applicable): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
have been complied with;
(b) (where applicable) that all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies in connection with such issue/offer have been duly filed;
2. that all pre-conditions for listing imposed by the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (“Listing Rules”) under "Qualifications for Listing" have, insofar as applicable, been fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 1 above;
3. that .....................
Number of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Type of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominal value/ denomination of securities (where applicable): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
have been subscribed/purchased for cash and duly allotted/ issued/transferred to the subscribers/purchasers (and that the said securities have been converted into HK$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Stock);
4. that all money due to the Issuer in respect of the issue/offer has been/ is expected to be received by it before dealings commence;
5. that .................
Number of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class of securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominal value/ denomination of securities (where applicable): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
have been issued credited as fully paid by way of conversion/exchange/consideration for property acquired/other consideration not being cash and have been duly allotted/issued and/or transferred to the persons entitled thereto (and that the said securities have been converted into HK$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock);
6. that the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of the issue;
7. that completion has taken place of the purchase by the Issuer of all property shown in the listing document to Members dated ................... to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied;
8. that the Trust Deed/Deed Poll relating to the said . . . . . . . . . . . . . . . (insert type of securities) has been completed and executed and a copy has been lodged with The Stock Exchange of Hong Kong Limited and that particulars thereof, if so required by law, have been filed with the Registrar of Companies;
9. that all the . . . . . . . . . . . . . . . (insert type of securities) of each class referred to above are in all respects identical (Note 1);
10. that no alterations have been made to the version of the listing document which has been reviewed by The Stock Exchange of Hong Kong Limited and on which it has confirmed to the Issuer that it has no further comments other than in relation to the pricing of the issue or takeover offer, number of securities, figures depending on the information and correction of errors;
10A. [Repealed 22 November 2023]
11. that all (if any) conditions contained in the formal letter granting listing of and permission to deal in the . . . . . . . . . . . . . . . (insert type of securities) have been fulfilled;
12. that all of the provisions of the Listing Rules and guidance materials, insofar as applicable and required to be fulfilled prior to the grant of the Issuer’s listing, have been complied with, except where relevant waiver(s) or consent(s) have been granted by the Exchange;
13. (in the case of an offering of shares that fall within rule 3A.32(1) only) that the allocation of discretionary fees, that is, the absolute amount to be paid, and the time schedule for the payment of the total fees payable to each syndicate CMI have been determined and communicated in writing to each syndicate CMI;
14. (in the case of an offering and/or a placing of shares in connection with a New Listing) that none of the persons that have been duly allotted and/or placed the . . . . . . . . . . . . . . . (insert type of securities) are accustomed to taking instructions from the Issuer, any of the directors, chief executives, controlling shareholder(s), substantial shareholder(s) or existing shareholder(s) of the Issuer or any of its subsidiaries, or a close associate of any of them; and
15. (in the case of an offering and/or a placing of shares in connection with a New Listing) that none of the persons that have been duly allotted and/or placed the . . . . . . . . . . . . . . . (insert type of securities) have been financed directly or indirectly by the Issuer, any of the directors, chief executives, controlling shareholder(s), substantial shareholder(s) or existing shareholder(s) of the Issuer or any of its subsidiaries, or a close associate of any of them; and
16. Other information (if any)
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For and on behalf of: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Note 2) |
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Signed ..................... Director Signed ................... Secretary |
Notes:
(1) “Identical” means in this context:—
(a) the securities are of the same nominal value with the same amount called up or paid up;
(b) 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
(c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
(2) This declaration should be signed for and on behalf of the Issuer by both a director and the secretary of the Issuer.
(3) For the purpose of this form, references to “shares” shall include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01 of the Listing Rules).