Form A2 Listing Application Form (For Collective Investment Schemes)

Form A2

(To be typed under the letter-head of the agent of the CIS listing applicant 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

. . . . . . . . . . . . . 20 . . . .

Dear Sir,

Re:.................................................(Name of collective investment scheme which is the subject of the listing application)

We are instructed by the issuer named above, which is a collective investment scheme which has been/has applied to be authorised by the Securities and Futures Commission ("SFC") pursuant to Section 104 of the Securities and Futures Ordinance ("Collective Investment Scheme"), to make an application for listing of and permission to deal in a number of interests of the issuer.

Particulars of the proposed listing are:—

Name of Collective Investment Scheme:

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

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

Place and date of incorporation/governing law and date of original trust deed:

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

Brief description of investment policy and objectives: ..............................

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Names of Directors, Trustee, Custodian, CIS Operator, Investment Adviser, Hong Kong Representative and any other parties involved or interested in the management or promotion of the Collective Investment Scheme:

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

The following are particulars of the qualifications and experience of the directors of the CIS Operator and (where applicable) the Collective Investment Scheme, the investment adviser, persons who are/will be responsible for investment management and investment advisory services in relation to the Collective Investment Scheme's portfolio and person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application.

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Type of security for which listing is sought:

(a)

are identical in all respects/are divided into the following classes:

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

(Note 1)

(b)

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

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

(c)

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

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Estimated size of initial offer (where the Collective Investment Scheme is newly formed):

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

Net asset value and profit after tax since incorporation/formation or, if shorter, for the three preceding years (if applicable):

Net Asset Value as at Year Ended ..........	Profit
1st Year: .........................................	...................................................
2nd Year: .........................................	...................................................
3rd Year: .........................................	...................................................

Proposed timetable for the listing (please specify dates) (Note 2):

(A)

first draft of listing document available for Exchange:

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

(B)

Exchange clearance: ...................................................

(C)

date of finalisation of the listing document for publication: ........................................................

(D)

listing document date: ..................................................

(E)

dealings commence: ...................................................

A cheque numbered .................... (cheque number) drawn on .................................................... (bank) for HK$[ ] is enclosed / A sum of HK$[ ] has been electronically transferred to the Exchange’s designated bank account*, being payment of 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, we acknowledge your right to forfeit this amount.

* Delete as appropriate

We shall keep the Exchange informed of the progress of this case at the earliest opportunity.

We hereby authorise you to disclose to the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the estimated size and timetable of the issue.

Yours faithfully

...................................
Name:
for and on behalf of
[CIS listing applicant]

Listing agent’s undertakings and confirmations

We . . . . . . . . . . . . . . . . . . . . . . (Name of the listing agent), the listing agent to the listing application of the CIS listing applicant, 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 CIS listing applicant as a listing agent); and
(b)	confirm and undertake that we have advised and guided, and will continue to advise and guide the CIS listing applicant to comply with all applicable Exchange Listing Rules and guidance materials throughout the listing application process.

Yours faithfully

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name:
for and on behalf of
[Listing agent’s name]

CIS listing applicant and CIS Operator’s Declarations and Undertakings

We declare that:—

(1)

the SFC has confirmed that it has no further comments on the CIS Disclosure Document and that such confirmation is currently in force and that we know of no reasons why such confirmation may be withdrawn;

(2)

the Collective Investment Scheme complies and will comply with the SFC's authorisation conditions for the CIS and any codes and guidelines issued by the SFC in relation to Collective Investment Schemes in so far as they apply;

(3)

all information required to be included in the CIS Disclosure Document/listing document, where applicable, pursuant to Section 104 of the Securities and Futures Ordinance and the applicable codes enacted under the Securities and Futures Ordinance, and by the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (“Rules”) and any other applicable legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; and

(4)

there are no other facts bearing on the Collective Investment Scheme's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.

We undertake:

(1)

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;

(2)

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; and

(3)

to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Exchange Listing Rules from time to time in force so far as applicable to the Collective Investment Scheme and/or the CIS Operator.

Trustee/ Custodians’ (or its function equivalent) Declarations and Undertakings

We undertake to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Exchange Listing Rules from time to time in force so far as applicable to the Collective Investment Scheme, and the custodian or the trustee or its functional equivalent.

CIS listing applicant and CIS Operator's authorisation for filing with the Commission

We are required to file our application with the SFC 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 relating to our listing application with the Commission on our behalf as and when they are filed with the Exchange.

In respect of materials and documents that are filed and submitted in relation to our listing application on FINI, 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 they are filed and submitted on FINI.

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 they are filed 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
(Note 3)

...................................
For and on behalf of
[CIS listing applicant and the CIS Operator]

AND

Signed

. . . . . . . . . . . . . . . . . . . . . . . . . .
Name:
for and on behalf of
[the trustee or the custodian or its function equivalent]

NOTES

Note 1:

"Identical" means in this context:—

(1)

the securities are of the same nominal value with the same amount called up or paid up; and

(2)

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

Note 2:

All applicants should note that:—

(1)

[Repealed 10 November 2014]

(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)

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;

(4)

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

(5)

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 applicant's, the estimated size of the applicant's issue and the current date on which it is proposed that the application lists will close; and

(b)

the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the details of the application.

Note 3:

This form must be signed by a duly authorised officer of the governing body or board of directors (or its functional equivalent) of the Collective Investment Scheme (as the case may be) and by a duly authorised officer for and on behalf of the CIS Operator and the custodian or the trustee or its functional equivalent.

Note 4:

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.

IMPORTANT

Note 5:

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.