Chapter_1- 香港联交所上市规则-总则

7/081 – 1Chapter 1GENERALINTERPRETATIONFor the avoidance of doubt, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited apply only to matters related to those securities and issuers with securities listed on the stock market operated by the Exchange other than the Growth Enterprise Market (“GEM”). This stock market is defi ned as the “Main Board” in the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong L imited (the “GEM Listing Rules”). All matters related to GEM and securities and issuers with securities listed on GEM are governed by the GEM Listing Rules.1.01 Throughout this book, the following terms, save where the context otherwise requires,have the following meanings:“accounts”has the same meaning as “fi nancial statements” and vice-versa “approved share registrar” a share registrar who is a member of an association ofpersons approved under section 12 of the Securities andFutures (Stock Market Listing) Rules“Articles” the Articles of Association of the Exchange“asset-backed securities” debt securities backed by fi nancial assets which, at thetime of the relevant issues, are evidenced by agreementsand intended to produce funds to be applied towardsinterest payments due on the securities and repayment ofprincipal on maturity, except those debt securities whichare directly secured, in whole or in part, on real property orother tangible assets“associate” (a) in relation to an individual means:—(i) his spouse;(ii) any child or step-child, natural or adopted, underthe age of 18 years of such individual or of hisspouse (together with (a)(i) above, the “familyinterests”);(iii) the trustees, acting in their capacity as suchtrustees, of any trust of which he or any of hisfamily interests is a benefi ciary or, in the caseof a discretionary trust, is (to his knowledge) a3/04discretionary object and any company (“trustee-controlled company”) in the equity capital ofwhich the trustees, acting in their capacity assuch trustees, are directly or indirectlyinterested so as to exercise or control theexercise of 30% (or such other amount as mayfrom time to time be specifi ed in the TakeoversCode as being the level for triggering amandatory general offer) or more of the votingpower at general meetings, or to control thecomposition of a majority of the board ofdirectors and any other company which is itssubsidiary (together, the “trustee interests”);(iv) a holding company of a trustee-controlledcompany or a subsidiary of any such holdingcompany; and(v) any company in the equity capital of which he,his family interests, any of the trustees referredto in (a)(iii) above, acting in their capacity assuch trustees, and/or any trustee intereststaken together are directly or indirectlyinterested so as to exercise or control theexercise of 30% (or such other amount as mayfrom time to time be specifi ed in the TakeoversCode as being the level for triggering amandatory general offer) or more of the votingpower at general meetings, or to control thecomposition of a majority of the board ofdirectors and any other company which is itssubsidiary or holding company or a fellowsubsidiary of any such holding company; and(b) in relation to a company means:—(i) any other company which is its subsidiary orholding company or is a fellow subsidiary ofany such holding company or one in the equitycapital of which it and/or such other companyor companies taken together are directly orindirectly interested so as to exercise or controlthe exercise of 30% (or such other amount asmay from time to time be specified in theTakeovers Code as being the level for triggeringa mandatory general offer) or more of the1 – 23/047/08voting power at general meetings, or to controlthe composition of a majority of the board ofdirectors;(ii) the trustees, acting in their capacity as suchtrustees, of any trust of which the company isa benefi ciary or, in the case of a discretionarytrust, is (to the company’s knowledge) adiscretionary object and any company (“trustee-controlled company”) in the equity capital ofwhich the trustees, acting in their capacity assuch trustees, are directly or indirectlyinterested so as to exercise or control theexercise of 30% (or such other amount as mayfrom time to time be specifi ed in the TakeoversCode as being the level for triggering amandatory general offer) or more of the votingpower at general meetings, or to control thecomposition of a majority of the board ofdirectors and any other company which is itssubsidiary (together, the “trustee interests”);(iii) a holding company of a trustee-controlledcompany or a subsidiary of any such holdingcompany; and(iv) any other company in the equity capital ofwhich the company, such other companiesreferred to in (b)(i) above, any of the trusteesreferred to in (b)(ii) above, acting in theircapacity as such trustees, and/or any trusteeinterests taken together are directly or indirectlyinterested so as to exercise or control theexercise of 30% (or such other amount as mayfrom time to time be specifi ed in the TakeoversCode as being the level for triggering amandatory general offer) or more of the votingpower at general meetings, or to control thecomposition of a majority of the board ofdirectors and any other company which is itssubsidiary or holding company or a fellowsubsidiary of any such holding company(c) Insofar as a depositary is acting in its capacity asa depositary for depositary receipts, it shall not betreated as an associate of holders of the depositaryreceipts for the purposes of (a) and (b) merely by1 – 37/08reason of the fact that it is holding the shares ofthe issuer for the benefit of the holders of thedepositary receiptsNotes (1) This definitio n is mo dified in the co ntexto f co nnected transactio ns by virtue o frules 14A.11 and 14A.12.(2) In the case of a PRC issuer, its promoters,directors, supervisors, chief executive andsubstantial shareho lders, the defi nition isamended to have the same meaning as inrule 19A.04.“authorised representative” a person appointed as an authorised representative by alisted issuer under rule 3.05“bank” a bank licensed under the Banking Ordinance or a bankincorporated or otherwise established outside Hong Kongwhich is, in the opinion of the Commissioner of Banking,adequately supervised by an appropriate recognised bankingsupervisory authority in the place where it is incorporatedor otherwise established“bearer securities”securities transferable to bearer“Board”the Directors of the Exchange elected or appointed inaccordance with the Articles and, where the context sopermits, any committee or sub-committee thereof “business day”any day on which the Exchange is open for the businessof dealing in securities“CCASS”means the Central Clearing and Settlement Systemestablished and operated by HKSCC“CIS Disclosure Document”the same meaning as in Chapter 20“CIS Operator”the entity which operates or manages the CIS“CIS” or “Collective the same meaning as in Part I of Schedule 1 to the Investment Scheme”Securities and Futures Ordinance and includes unit trusts,mutual funds, investment companies and any form ofcollective investment arrangement“chief executive” a person who either alone or together with one or moreother persons is or will be responsible under the immediateauthority of the board of directors for the conduct of thebusiness of a listed issuer“Code on Share the Code on Share Repurchases approved by the Repurchases”Commission as amended from time to time1 – 47/08“Commission”the Securities and Futures Commission established undersection 3 of the Securities and Futures CommissionOrdinance and continuing in existence under section 3 ofthe Securities and Futures Ordinance“company” a body corporate wherever incorporated or otherwiseestablished“Company Law”the same meaning as in rule 19A.04“Compliance Adviser”the same meaning as in rule 3A.01“connected person”(a) in relation to a company other than a PRC issuer,and other than any subsidiaries of a PRC issuer,means a director, chief executive or substantialshareholder of such company or any of itssubsidiaries or an associate of any of them; and(b) in relation to a PRC issuer means a promoter,director, supervisor, chief executive or substantialshareholder of the PRC issuer or any of itssubsidiaries or an associate of any of themNote: This definitio n is mo dified in the case o f Chapter14A o nly by the pro visio ns o f rules 14A.11 and14A.12.“controlling shareholder”any person (including a holder of depositary receipts)who is or group of persons (including any holder ofdepositary receipts) who are together entitled toexercise or control the exercise of 30% (or such otheramount as may from time to time be specified in theTakeovers Code as being the level for triggering amandatory general offer) or more of the voting power atgeneral meetings of the issuer or who is or are in a positionto control the composition of a majority of the board ofdirectors of the issuer; or in the case of a PRC issuer, themeaning ascribed to that phrase by rule 19A.14always that a depositary shall not be a controlling providedshareholder merely by reason of the fact that it is holdingshares of the issuer for the benefit of the holders ofdepositary receipts“convertible debt debt securities convertible into or exchangeable for equity securities”securities or other property, and debt securities with non-detachable options, warrants or similar rights to subscribeor purchase equity securities or other property attached “convertible equity equity securities convertible into or exchangeable for shares securities”and shares with non-detachable options, warrants or similarrights to subscribe or purchase shares attached1 – 5 1/077/08“corporate communication”any document issued or to be issued by an issuer for theinformation or action of holders of any of its securities,including but not limited to:—(a) the directors’ report, its annual accounts togetherwith a copy of the auditors’ report and, whereapplicable, its summary fi nancial report;interim report and, where applicable, its summary(b) theinterim report;(c) a notice of meeting;(d) a listing document;(e) a circular; and(f) a proxy form“debt issuance issues of debt securities where only part of the maximum programmes”principal amount or aggregate number of securities underthe issue is issued initially and a further tranche or tranchesmay be issued subsequently“debt securities”debenture or loan stock, debentures, bonds, notes and othersecurities or instruments acknowledging, evidencing orcreating indebtedness, whether secured or unsecured andoptions, warrants or similar rights to subscribe or purchaseany of the foregoing and convertible debt securities “depositary”the entity appointed and authorised by an issuer to issue orcancel depositary receipts representing the shares of theissuer deposited with that entity“depositary receipts”instruments issued by a depositary on behalf or at therequest of an issuer which are listed or are the subjectof an application for listing on the Exchange and whichevidence the interests and rights in shares of the issuer asprovided by the deposit agreement executed between thedepositary and the issuer“director”includes any person who occupies the position of a director,by whatever name called“domestic shares”the same meaning as in rule 19A.04“Eligible Security”means an issue of securities which is from time to timeaccepted as eligible by HKSCC for deposit, clearance andsettlement in CCASS, in accordance with the General Rulesof CCASS, and where the context so requires shall includeany particular security or securities of such an issue1 – 67/08“equity securities”shares (including preference shares and depositaryreceipts), convertible equity securities and options,warrants or similar rights to subscribe or purchase sharesor convertible equity securities, but excluding interests in aCollective Investment Scheme“Executive Director –the person occupying the position of Head of the L isting Listing”Division from time to time by whatever name such positionis called“Exchange”The Stock Exchange of Hong Kong Limited“Exchange Listing the rules governing the listing of securities made by the Rul es”Exchange from time to time, the appendices thereto, anylisting agreement or other contractual arrangement enteredinto with any party pursuant thereto, and rulings of theExchange made in pursuance thereof“Exchange Participant” a person: (a) who, in accordance with the Rules of theExchange, may trade on or through the Exchange; and (b)whose name is entered in a list, register or roll kept by theExchange as a person who may trade on or through theExchangeoffi cial website of Hong Kong Exchanges and Clearing “Exchange’s website” theLimited“expert”includes engineer, valuer, accountant and any other personwhose profession gives authority to a statement made byhim“family interests”the same meaning as in (a)(ii) of the defi nition of “associate”“fi nancial statements”has the same meaning as “accounts” and vice-versa“fi nancial year” the period in respect of which any profi t and loss accountof a company laid or to be laid before it in general meetingis made up, whether that period is a year or not “foreign shares”the same meaning as in rule 19A.04“formal notice” a formal notice required to be published under rules 12.02,12.03 or 25.16“group”the issuer or guarantor and its subsidiaries, if any“H Shares”the same meaning as in rule 19A.041 – 7 5/077/08“HKEC”Hong Kong Exchanges and Clearing Limited“HKEx-EPS”means the Exchange’s electronic publication system bywhatever name such system is called“HKSCC”means the Hong Kong Securities Clearing Company Limitedincluding, where the context so requires, its agents,nominees, representatives, offi cers and employees “holding company”the meaning attributed to it in section 2 of the CompaniesOrdinance, but interpreting the term “subsidiary” inaccordance with the definition of “subsidiary” under thisrule 1.01“Hong Kong Financial Standards and interpretations issued by the Hong Kong Reporting Standards”Institute of Certifi ed Public Accountants (“HKICPA”). They or “HKFRS”comprise (i) Hong Kong Financial Reporting Standards, (ii)Hong Kong Accounting Standards (formerly Statement ofStandard Accounting Practice), and (iii) Interpretations “Hong Kong issuer”an issuer incorporated or otherwise established in HongKong“Hong Kong register”the same meaning as in rule 19A.04“IFA group”(a) the independent fi nancial adviser;(b) any holding company of the independent fi nancialadviser;subsidiary of any holding company of the(c) anyindependent fi nancial adviser;(d) any controlling shareholder of:(i) the independent fi nancial adviser; orholding company of the independent(ii) anyfi nancial adviser,which controlling shareholder is not, itself, a holdingcompany of the independent fi nancial adviser; and(e) any associate of any controlling shareholder referredto in paragraph (d) above1 – 81/057/08“International Financialfi nancial reporting standards and interpretations approved Reporting Standards”by the International Accounting Standards Board (“IASB”), or “IFRS”and includes all International Accounting Standards (“IAS”)and interpretations issued under the former InternationalAccounting Standards Committee (“IASC”) from time totime“issue”includes circulate, distribute and publish“issuer”any company or other legal person any of whose equity ordebt securities are the subject of an application for listing orsome of whose equity or debt securities are already listed,including a company whose shares are represented bydepositary receipts that are listed or are the subject of anapplication for listing but not including the depositary “listed issuer”(a) in the case of equity securities means any companyor other legal person some of whose equitysecurities are already listed, and with respect tolisted depositary receipts, the listed issuer is thecompany whose shares are represented by the listeddepositary receipts but not the depositary; and(b) in the case of debt securities means a company orother legal person some of whose equity or debtsecurities are already listed“listing”the grant of a listing of and permission to deal in securitieson the Exchange and “listed” shall be construed accordingly “Listing Appeals the listing appeals sub-committee of the BoardCommittee”“Listing Committee”the listing sub-committee of the Board“Listing Division”the Listing Division of the Exchange“listing document” a prospectus, a circular and any equivalent document(including a scheme of arrangement and introductiondocument) issued or proposed to be issued in connectionwith an application for listing1 – 97/08“market capitalisation”the market value of the entire size of an issuer, whichshall include all classes of securities of the issuer,irrespective of whether any of such class(es) of securitiesare unlisted, or listed on other regulated market(s)“mutual fund”any corporation which is or holds itself out as beingengaged primarily, or proposes to engage primarily, in thebusiness of investing, reinvesting or trading in securitiesor any other property whatsoever, and which is offeringfor sale or has outstanding any redeemable shares ofwhich it is the issuer“new applicant”in the case of equity securities means an applicant forlisting none of whose equity securities are already listedand in the case of debt securities means an applicant forlisting none of whose equity or debt securities are alreadylisted“notifi able transaction”one of the transactions specifi ed in rule 14.06“overseas issuer”an issuer incorporated or otherwise established outsideHong Kong“overseas listed foreign the same meaning as in rule 19A.04shares”“PRC”the same meaning as in rule 19A.04“PRC issuer”the same meaning as in rule 19A.04“PRC law”the same meaning as in rule 19A.04“PRC stock exchange”the same meaning as in rule 19A.04“professional accountant” a person registered as a professional accountant underthe Professional Accountants Ordinance“promoter”the same meaning as in rule 19A.04“prospectus”the same meaning as in section 2(1) of the CompaniesOrdinance1 – 107/08“public”the meaning ascribed to that phrase by rule 8.24 and “inpublic hands” shall be construed accordingly“published in the published as a paid advertisement in English in at least newspapers”one English language newspaper and in Chinese in at leastone Chinese language newspaper, being in each case anewspaper published daily and circulating generally in HongKong and specified in the list of newspapers issued andpublished in the Gazette for the purposes of section 71Aof the Companies Ordinance and “publish in thenewspapers” shall be construed accordingly“published on the published in English and Chinese on the Exchange’s Exchange’s website”website and “publish on the Exchange’s website” and“publication on the Exchange’s website” shall be construedaccordingly“Regulations”the same meaning as in rule 19A.04“reporting accountant”the professional accountant who is responsible for thepreparation of the accountants’ report included in a listingdocument or circular in accordance with Chapter 4“Securities and Futures the Securities and Futures Ordinance (Cap. 571) as Ordinance”amended from time to time“selectively marketed debt securities marketed to or placed with any number of securities”registered dealers or fi nancial institutions either with a viewto their reselling such securities as principals off-market,nearly all of which, because of their nature, will normallybe purchased and traded by a limited number ofinvestors who are particularly knowledgeable ininvestment matters or placing such securities with a limitednumber of such investors and “selective marketing” shallbe construed accordingly“sponsor”any corporation or authorised fi nancial institution, licensedor registered under the Securities and Futures Ordinancefor Type 6 regulated activity and permitted under itslicence or certificate of registration to undertake workas a sponsor and, as applicable, which is appointed as asponsor pursuant to rule 3A.02“State”includes any agency, authority, central bank, department,government, legislature, minister, ministry, official orpublic or statutory person of, or of the government of, astate or any regional or local authority thereof“State corporation”any company or other legal person which is directly orindirectly controlled or more than 50% of whose issuedequity share capital (or equivalent) is benefi cially ownedby, and/or by any one or more agencies of, a State or all ofwhose liabilities are guaranteed by a State or which isspecifi ed as such from time to time by the Exchange “Statutory Rules”the Securities and Futures (Stock Market Listing) Rules asamended from time to time, the text of which is set out inAppendix 12“subsidiary” includes:(a) a “subsidiary undertaking” as defi ned in the twenty-third schedule to the Companies Ordinance;(b) any entity which is accounted for and consolidated inthe audited consolidated accounts of another entityas a subsidiary pursuant to applicable Hong KongFinancial Reporting Standards or International FinancialReporting Standards; and(c) any entity which will, as a result of acquisition of itsequity interest by another entity, be accounted forand consolidated in the next audited consolidatedaccounts of such other entity as a subsidiary pursuantto applicable Hong Kong Financial Reporting Standardsor International Financial Reporting Standards “substantial shareholder”in relation to a company means a person (including aholder of depositary receipts) who is entitled to exercise,or control the exercise of, 10% or more of the votingpower at any general meeting of the companyalways that a depositary shall not be a providedsubstantial shareholder merely by reason of the fact thatit is holding shares of the issuer for the benefit of theholders of depositary receiptsNote: This defi nition is modified in the case o f Chapter14A by the provisions of rule 14A.13(1)(b)(i).“summary fi nancial a summary fi nancial report of a company, which compliesreport”with section 141CF(1) of the Companies Ordinance“Supranational”any institution or organisation at a world or regional levelwhich is specified as such from time to time by theExchange“supervisor”the same meaning as in rule 19A.04“T akeovers Code”the Code on Takeovers and Mergers approved by theCommission as amended from time to time “tap issues”issues of debt securities where the subscription thereofmay continue or further tranches thereof may be issuedafter listing has been granted“temporary documents allotment letters, letters of allocation, split receipts, letters of titl e”of acceptance, letters of rights, renounceable sharecertifi cates and any other temporary documents of title “unit trust”any arrangement made for the purpose, or having theeffect, of providing facilities for the participation by persons,as benefi ciaries under a trust, in profi ts or income arisingfrom the acquisition, holding, management or disposal ofsecurities or any other property whatsoever1.02 In these Exchange L isting Rules, references to a document being certified shall meancertifi ed to be a true copy or extract (as the case may be) by a director, the secretary or other authorised offi cer of the issuer (or by a member of its governing body in the case of an overseas issuer) or by a member of the issuer’s auditors or solicitors or by a notary and references to a translation being certifi ed shall mean certifi ed to be a correct translation bya professional translator.1.03 Where the context so permits or requires, words importing the singular number includethe plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.definitions in these Exchange L isting Rules are wider than or the obligations and 1.04 Whererequirements imposed by these Exchange L isting Rules are more onerous than the provisions of any ordinance, regulation or other statutory provision from time to time in force in Hong Kong, the provisions of these Exchange Listing Rules shall prevail provided that where any provision of these Exchange Listing Rules is in confl ict with the provisions of any such ordinance, regulation or other statutory provision, the provisions of such ordinance, regulation or other statutory provision shall prevail.1.05 Where, for the purposes of these Exchange L isting Rules, it is necessary to determinewhether an issuer’s primary listing is or is to be on the Exchange or another stock exchange, such determination shall be made by the Exchange.1.06 These Exchange L isting Rules shall be interpreted, administered and enforced by theExchange. The decisions of the Exchange shall be conclusive and binding on an issuer.The Exchange may issue practice notes and guidance notes, from time to time, to assist issuers and guarantors, in the case of a guaranteed issue, or their advisers in interpreting and complying with these Exchange Listing Rules.1.07 These Exchange Listing Rules have been issued in the English language with a separateChinese language translation. If there is any confl ict in the Exchange Listing Rules between the meaning of Chinese words or terms in the Chinese language version and English words in the English language version, the meaning of the English words shall prevail.。