SECURITIES (STOCK EXCHANGE LISTING) RULES

SECURITIES (STOCK EXCHANGE LISTING) RULES

SECURITIES (STOCK EXCHANGE LISTING) RULES

ARRANGEMENT OF RULES

Rule

PART I

PRELIMINARY

1. Citation
2. Interpretation

PART II

STOCK EXCHANGE
LISTING

3. Requirements in respect of applications for listing
4. Copy of application to be served on Commission, etc .
5. Listing agreement
6. Suspension of dealings where false or misleading information has been

supplied
........................................................................................................

7. Exemptions from rule 3

PART III

SPECIFIED
PROVISIONS

8. Breach of specified provisions

PARTIV

SUPPLEMENTARY

9. Suspension in interests of the maintenance of an orderly market or where

condition imposed under rule 10 not complied with
.....................................

10. Powers of the Commission upon a refusal to allow securities to be listed or

upon the suspension of dealings in any securities
..........................................
Provisions supplementary to rule 10
.................................................................
Restriction on relisting
.....................................................................................
Suspensions, etc. by Exchange Company to be notified to the Commission
.....
Waiver of requirements of the rules and the specified provisions
......................

11.
12.
13.
14.

15. Notices, etc. to be in writing







Page

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C 2





SECURITIES (STOCK EXCHANGE LISTING) RULES

(Cap. 333, section 14)

L.N. 379 of 1989 -

1. Citation

PART I

PRELIMINARY


[1 December 1989]

These rules may be cited as the Securities (Stock Exchange Listing) Rules.

2. Interpretation

In these rules, unless the context otherwise requires-

'applicant' means a company which has made an application under rule 3;

'application' means an application made under rule 3 and all documents in support
of the application;

'appointed day' means the appointed day as defined for the purposes of the Stock
Exchanges Unification Ordinance (Cap. 361);

'chief executive', in relation to a company, 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 company;

'company' means a company limited by shares, whether incorporated in Hong
Kong or elsewhere;

'debt securities' means debenture or loan stock, debentures, bonds or notes
acknowledging the indebtedness of a company or other body whether or not
constituting a charge on its assets;

'director'

(a)in relation to a company, includes any person who occupies the
position of a director, by whatever name called;

(b)in relation to the Commission, means a director appointed under
section 5 of the Securities and Futures Commission Ordinance (Cap.
24);

'expert' means an expert within the meaning of section 38C of the Companies
Ordinance (Cap. 32);

'issuer' means a company or other body whose securities are listed on the Unified
Exchange;





'listing agreement' means an agreement between the Exchange Company and an
issuer setting out the obligations which the issuer undertakes to comply with
as a condition for listing the issuer's securities on the Unified Exchange;

'subsidiary' means any company which is a subsidiary within the meaning of
section 2 of the Companies Ordinance (Cap. 32);

'substantial shareholder', in relation to a company, means a person entitled to
exercise, or control the exercise of, 10 % or more of the voting power at any
general meeting of the company;

'working days' are any days which are not general holidays or gale warning days
as defined for the purposes of section 71 of the Interpretation and General
Clauses Ordinance (Cap. 1).

PART II

STOCK EXCHANGE LISTING

3. Requirements in respect of applications for listing

An application made by a company to the Exchange Company for the listing of
any securities issued or to be issued by that applicant shall comply with the rules
and requirements of the Exchange Company (except to the extent that compliance is
waived or not required by the Exchange Company) and any provision of law
applicable and shall contain such particulars and information which, according to
the particular nature of the applicant and the securities for the listing of which
application is being made, is necessary to enable an investor to make an informed
assessment of the activities, assets and liabilities and financial position, of the
applicant at the time of the application and its profits and losses and of the rights
attaching to such securities and such application shall also

(a) state the name of the applicant;

(b)give particulars of the numbers, classes and denominations of the
securities which are the subject of the application;

(c)give particulars of the proposed manner of issue of the securities,
whether by offer for sale, public subscription, private placing,
introduction or otherwise;

(d)state, in so far as is known, or may be ascertained after reasonable
enquiry, by the directors of the applicant, the name and address of
any person who at the time of the application is a substantial
shareholder of the applicant or of another company of which it is a
subsidiary, and the extent of his shareholding in the applicant or that
other company;

(e)give particulars of the qualifications and experience of the directors
and chief executive of the applicant;





(f) specify the purpose for which the proceeds (if any) of the issue or
sale of the securities to which the application relates, or the
portion thereof to be received by the applicant, are intended to be
used by the applicant; and
(g)specify the qualifications of any person whose opinion as an
expert is referred to in any document included in the application.

4. Copy of application to be served
on Commission, etc.

(1) A copy of every application shall be served on the Commission; and
the Exchange Company shall not list the securities to which the application
relates unless-
(a)the period specified in subrule (3) has expired and the
Commission has not, within that period, notified the Exchange
Company and the applicant that, in accordance with its powers
under subrule (4), the Commission objects to the listing; or
(b)the Commission has, within that period, notified the Exchange
Company and the applicant that the Commission does not object
to the listing.
(2) The Commission may, by notice to the applicant and the Exchange
Company given within 7 working days from the date of service of the
application, require the applicant to supply to the Commission such further
information as may, in the opinion of the Commission, be relevant to the
exercise of its functions under this rule.
(3) The period specified for the purposes of subrule (1) is 7 working
days-

(a)from the date of service of the application where no notice under
subrule (2) is given; and
(b)from the date when the further information is supplied, if notice
under subrule (2) is given.
(4) The Commission may object to a listing if-
(a)it is of the opinion that there has been a failure to comply with
rule 3 in any material respect or to supply information under
subrule (2);
(b)it appears to the Commission that the application contains any
matter which is false or likely to mislead any person as to any of
the matters specified in rule 3;
(e)there has been a failure to comply with the Securities (Stock
Exchange Listing) (Approved Share Registrar) Rules (Cap. 333
sub. leg.);
(d)in the case of an application to list again any securities the listing
of which has been cancelled under rule 10 if, having regard to the





reasons for the cancellation, it considers the application ought not to
have been made; or

(e)the Commission is of the opinion that it would not be in the public
interest for the securities to be listed.

(5) Where the Commission, in the exercise of its powers under subrule (4),
objects to a listing it shall, when notifying the Exchange Company and the applicant
thereof, state the reasons for such objection.

5. Listing agreement

(1) A listing agreement shall contain such provisions (hereinafter in these rules
referred to as 'the specified provisions') as are agreed from time to time between
the Commission and the Exchange Company for inclusion in the type of listing
agreement appropriate to the type of issuer and the type of securities concerned as
determined in accordance with the rules governing the listing of securities on the
Unified Exchange as issued by the Exchange Company from time to time.

(2) The specified provisions shall not be waived or varied by the issuer and
the Exchange Company without the prior consent of the Commission.

6. Suspension of dealings where false or misleading

information has been supplied

Where any securities have been listed on the Unified Exchange and it appears
to the Commission that materially false, incomplete or misleading information has
been supplied to the Exchange Company or the Commission under rule 3 or 4(2), the
Commission may by notice direct the Exchange Company to suspend all dealings in
the securities; and the Exchange Company shall forthwith comply with any such
direction.

7. Exemptions from rule 3

Nothing in rule 3 shall apply to the listing of any

(a) securities on the Unified Exchange upon and after the appointed
day, where the securities were listed on any other stock exchange in
Hong Kong immediately prior to that day;
(b) securities issued or
allotted by a capitalization issue pro rata (apart from fractional
entitlements) to existing shareholders, other than to overseas
shareholders to whom they are not issued or allotted because of
restrictions imposed by overseas legislation, or to any existing
shareholders pursuant to a scrip dividend scheme which has been
approved by the company in general meeting;
(c) securities offered on a
pre-emptive basis, pro rata (apart from fractional entitlements) to
existing holdings, to holders of the





relevant class of shares in the company, other than to overseas
shareholders to whom they were not offered because of restrictions
imposed by overseas legislation;

(d)shares issued in substitution for shares, listed on the Unified
Exchange as the substituted shares, if the issue of the shares does
not involve any increase in the issued share capital of the company.

PART III

SPECIFIED PROVISIONS

8. Breach of specified provisions

(1) Subject to subrule (2), where it appears to the Commission that any
securities of an issuer have been listed but the issuer has failed to comply with any
specified provision (if applicable) of the listing agreement entered into by the issuer
in respect of those securities, the Commission may by notice direct the Exchange
Company to suspend all dealings in the securities of the issuer; and the Exchange
Company shall forthwith comply with any such direction.

(2) Where by subrule (1) the Commission is empowered to suspend dealings in
securities by reason of any failure by an issuer to comply with any specified
provision, the Commission shall, if the failure is one capable of being remedied and
did not in its opinion result from any wilful default on the part of the issuer, prior to
exercising its powers under subrule (1) give the issuer a reasonable opportunity of
remedying such failure, within such time as the Commission may specify, and the
Commission shall not exercise those powers if the issuer does so remedy such
failure.

PART IV

SUPPLEMENTARY

9.Suspension in interests of the maintenance of an
orderly market or where condition imposed
under rule 10 not complied with

Where it appears to the Commission-

(a)to be necessary or expedient in the interests of maintaining an
orderly market in Hong Kong; or

(b)there has been a failure to comply with any condition imposed by
the Commission under rule 10(3) relating to the listing of, or
dealings in, any securities,
the Commission may, by notice to the Exchange Company, direct the Exchange
Compay to suspend all dealings in such securities as may be specified in the
notice; and the Exchange Company shall forthwith comply with the notice.





10.Powers of the Commission upon a refusal to allow
securities to be listed or upon the suspension of
dealings in any securities

be-

(1) An applicant or issuer which is aggrieved by the exercise of the
Commission's powers under rule 4(4), 6, 8 or 9 may make representations in writing
to the Commission and where an applicant or issuer makes such representations,
the Commission shall notify the Exchange Company.

(2) The Exchange Company may, in respect of the exercise of the Commission's
powers under rule 4(4), 6, 8 or 9, make representations in writing to the Commission
irrespective of whether representations in respect of that exercise of powers have
been made by an applicant or issuer under subrule (1) and where the Exchange
Company makes such representations, the Commission shall notify the applicant or
issuer concerned, as the case may be.

(3) The Commission may, after considering the representations of the applicant
or issuer, as the case may be, made under subrule (1) and the representations of the
Exchange Company made under subrule (2), if any, and any further representations
made by the applicant, issuer or Exchange Company

(a)where the Commission has exercised its powers under rule 4(4), allow
the securities to be listed on such conditions, if any, as it may think fit
to impose;

(b)where the Commission has directed the Exchange Company to
suspend dealings in any securities, by notice to the Exchange
Company

(i) permit dealings in the securities to recommence subject to

such conditions, if any, as the Commission may think fit to
impose, being conditions of the nature specified in subrule
(4); or
(ii) if-

(A)satisfied that there has been a failure by the issuer to
comply with the requirements for listing set out in these
rules or other rules under section 14 of the Ordinance or to
comply with any specified provision; or

(B)it considers such action is necessary or expedient to
maintain an orderly market in Hong Kong,

by notice direct the Exchange Company to cancel the listing of
the securities on the Unified Exchange and the Exchange
Company shall forthwith comply with that direction.

(4) The conditions which may be imposed under subrule (3)(b)(i) shall

(a)where the Commission has exercised its powers under rule 6 or 8,
conditions imposed with the object of ensuring, so far as is





reasonably practicable, that the issuer remedies the default by
reason of which the suspension of dealings was directed:

Provided that the Commission shall forthwith permit such
dealings unconditionally if it is of the view that there has been no
such default;

(b)where the Commission has exercised its powers under rule 9, such
conditions as the Commission may consider necessary to maintain
an orderly market in Hong Kong.

(5) In subrule (3) 'further representations' means representations either in
writing or orally or both in writing and orally as the applicant, issuer or Exchange
Company may determine which are submitted within such reasonable time as the
Commission may determine.

(6) The functions of the Commission under this rule shall be exercised by a
meeting of the Commission and shall not be delegable.

(7) A director of the Commission who made the decision in that exercise of the
Commission's powers under rule 4(4), 6, 8 or 9, as may be appropriate, shall not
participate in the deliberations or voting of the Commission in the performance of its
functions under this rule as regards that exercise of the Commission's powers.

(8) Notwithstanding subrule (7), the director referred to in that subrule may
attend any meeting or proceeding of the Commission in the performance of its
functions under this rule as regards that exercise of the Commission's powers and
may make such explanations of his decision as he thinks necessary.

11. Provisions supplementary to rule 10

(1) At any hearing held by the Commission to receive oral representations
made to it under subrule (3) of rule 10 as read with subrule (5) thereof the applicant
or issuer, as may be appropriate, or the Exchange Company making such
representations shall have the right to be represented by its counsel or solicitor.

(2) Pending the decision of the Commission under rule 10(3)(b) all dealings in
the securities concerned shall continue to be suspended unless the Commission, by
notice to the Exchange Company, otherwise directs, and any such direction

(a)may permit such dealings subject to such reasonable conditions, if
any, as the Commission thinks fit to impose;

(b)shall be without prejudice to the exercise by the Commission of its
powers under rule 10(3); and

(c)shall cease to have effect upon the giving of notice of that decision,

and the Exchange Company shall comply with the direction.





12. Restriction on relisting

No security the listing of which has been cancelled under rule 10 shall be
listed again on the Unified Exchange except in accordance with Part II

13. Suspensions, etc. by Exchange Company
to be notified to the Commission

(1) Where the Exchange Company intends to suspend dealings in any
securities it shall, where reasonably practicable, inform the Commission of its
intention prior to such suspension and, if not so practicable, inform the
Commission of the suspension as soon as possible after the event.
(2) The Exchange Company, after having suspended dealings in any
securities, shall not permit dealing in them to recommence without first giving
notice to the Commission.
(3) The Exchange Company shall not cancel the listing of any securities
unless it gives 48 hours' notice of the intention so to do to the Commission.

14. Waiver of requirements of the rules
and the specified provisions

(1) The Commission may by notice to an applicant or an issuer, as the
case may be, and the Exchange Company modify or waive, subject to such
conditions, if any, as the Commission may think fit to impose, being conditions
reasonable in the circumstances, the requirements of any provision of these
rules where the Commission is of the opinion that-
(a)the applicant or issuer, as may be appropriate, cannot comply
with the provision or it would be unreasonable or unduly
burdensome for it to do so;
(b)the provision has no relevance to the circumstances of the
applicant or issuer, as may be appropriate; or
(c)compliance with the provision would be detrimental to the
commercial interests of the applicant or issuer, as may be
appropriate, or to the interests of the holders of its securities.
(2) The Commission may by notice to the applicant or issuer, as may be
appropriate, and the Exchange Company modify or waive, subject to such
conditions, if any, as the Commission may think fit to impose, being conditions
reasonable in the circumstances, the requirements of any specified provisions.

15. Notices, etc. to be in writing

Any notice or direction under these rules shall be in writing.

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