The Stock Exchange of Hong Kong Limited M104: A. Finance and Operations
The Stock Exchange of Hong Kong Limited M104: A. Finance and Operations
The Stock Exchange of Hong Kong Limited M104: A. Finance and Operations
Name of sponsor :
Date submitted :
Please note that the Application Proof, all other relevant documents under Rule 9.10A(1) 1, and the
following additional information must be substantially complete except in relation to information that by
its nature can only be finalised and incorporated at a later date. If the Exchange decides that the
information is not substantially complete when submitted to the Exchange, all documents, including the
Form A1 (except for the retention of a copy of these documents for the record), will be returned to the
sponsor.
Please provide the following information by a separate submission (if applicable):-
2) Comparison of the Group's performance (e.g. gross profit margins, net profit margins, turnover
growth, return on equity, gearing ratio, debt to equity ratio, credit policy, productivity) with
industry averages/ comparable companies in similar industries, and an analysis of the variations
and providing meaningful explanations. (See form M111 published on the Exchange’s website
for details.)
3) An analysis by age group and major clients of trade receivables and subsequent settlement
together with the details of credit period granted to major clients.
4) An analysis by age group and major suppliers of trade payables and subsequent settlement
together with the details of credit period granted by major suppliers.
5) An analysis by age group of major categories of inventory and subsequent usage/ sale.
7) Analysis of key financial ratios during the track record period with an explanation for any material
fluctuations. (See form M113 published on the Exchange’s website for details.)
1
Document required in rule 9.11 (17a) is exempted for Eligible Issuer (defined in Main Board Rule 9A.01A) who
has neither changed its principal businesses nor its controlling shareholders since listing on GEM and is not an
infrastructure company or an mineral company (Category B Eligible Issuers).
B. Corporate Structure
8) A memorandum describing the Company's reorganization for the purpose of listing, including
details of any excluded businesses (e.g. whether the combined excluded businesses is profitable
or loss making) and detailed reasons for such exclusions.
9) If the Company has material business operations in the PRC, a final or an advanced draft of PRC
legal opinion on:-
(i) details of the relevant mainland interests where the Group has any PRC legal entity in its
shareholding structure;
(ii) whether approval by any PRC government or regulatory authority is required for the listing
of the Company’s shares on the Exchange; and
(iii) details of all the requirements under applicable PRC laws and regulations relevant to the
conduct of the Group's business in the PRC, and whether it fully complies with the
relevant requirements, including details of the licenses, permits or certificates obtained by
the Group.
10) For PRC incorporated Company, a copy of the PRC legal opinion sent to the CSRC for the
Company's listing on the Exchange2.
11) A confirmation from the Reporting Accountants that no significant adjustment is expected to be
made to the draft accountants’ reports on historical financial information, the pro forma financial
information and profit forecast (if any) included in the Application Proof based on the work done
as of the date of confirmation. (See form M116 published on the Exchange’s website for details.)
12) Where there is any integration of the Group’s operations with that of other related company, and
where there is a need to segregate certain financial data from the books and records of that
related company to derive the revenue, income and expenditure attributable to the Group's
combined results for the track record period, please provide:-
(i) a full description on how the financial results attributable to the Group are segregated
from the books and records of that related company and the underlying bases;
(ii) a confirmation from the Company and its directors that the segregation of the Group's
financial data from the books and records of that related company is fair, reasonable,
complete and accurate; and
2
With regard to the new listing application, the sponsor or the Company is required to provide a legal
opinion on whether approval by any PRC government or regulatory authority is required for the listing of
the Company's shares on the Exchange.
The opinion should be from a lawyer or law firm which is registered in the PRC, and describe the
ownership structure of the Company together with its subsidiaries and all shareholders which have a
substantial attributable interest in the Company and/ or its Group. The opinion should clearly confirm that
either:-
(a) no approval from any PRC governmental or regulatory authority (including any relevant provincial
body) is required in order for the Company's securities to be listed on the Exchange; or
(b) if it is required, approval of which authority and whether or not such approval has been obtained. In
giving such an opinion the reasons and bases for the opinion should also be stated together with a list
of the documents, laws and regulations examined or reviewed for the purpose of rendering the opinion.
(iii) a summary of work done by the Reporting Accountants to ensure that the segregation of
the Group's financial data from the books and records of that related company is fair,
reasonable, and has no material omissions.
13) The sponsor to obtain a confirmation from the Company and its directors that there is no change
in the Group’s Reporting Accountants since the commencement of the preparation for its listing
up to the present, or alternatively, provide reasons for any changes.
14) Where there are qualifications in any of the audited accounts of the companies comprising the
Group during the track record period and thereafter, a submission from the Reporting
Accountants showing details of the issues which led to the qualification and their work performed
to resolve such issues.
E. Other Information
15) Additional information regarding the parties involved in the listing application and the Company’s
relationship with other listed issuer(s). (See e-Form M119 published on the Exchange’s website
for details.)
16) A breakdown of expenses relating to the offering charged by the respective parties.
17) A submission demonstrating the Group’s business has been operated under substantially the
same management throughout the three full financial years comprising the trading record period
under Rule 8.05 and thereafter.
18) A submission demonstrating there has been no change in control in the operating companies
comprising the Group for at least the most recent audited financial year and up to the date of
listing.
19) Where the new applicant’s principal operations are conducted through PRC incorporated entities,
a summary of the material findings of the sponsor and the Reporting Accountants in assessing
whether the underlying financial information of the Group’s PRC companies used for the
preparation of the accountants report is consistent with:-
(i) all the relevant regulatory filings or reports filed with the appropriate competent
government authorities; and
(ii) where applicable, the information on related party transactions as shown in the financial
statements of the relevant related parties.
Such summary should set out all the relevant regulatory filings/ reports reviewed, the method of
retrieval of such filings/ reports, the amount and nature of any material differences noted, the
reasons for any such differences and whether the sponsor is satisfied that such differences have
been properly dealt with by adjustments to the financial statements, disclosure or other follow-up
action.
20) A confirmation from each of the experts who is named as an expert in the listing document (for
Reporting Accountants’ confirmation, see paragraph 11 above) that no material change is
expected to be made to the relevant expert opinion included in the Application Proof based on
the work done as of the date of confirmation. (See form M117 published on the Exchange’s
website for details.)
21) Details of applications for a waiver from strict compliance with the Listing Rules. (See e-form
M112 published on the Exchange’s website for details.)
22) Any other matters that may assist the Exchange’s consideration of the Company’s listing
application.