HK US Listing Considerations-vf香港联交所上市规则

Profit Test
Market Capitalization / Revenue / Cash Flow Test
Market Capitalization / Revenue Test
(3) (3)
Leabharlann Baidu
Aggregate of HK$50,000,000 profits during the trading record period Minimum market capitalization of the issuer upon listing Minimum revenue (1) Minimum cash flow HK$200,000,000 HK$2,000,000,000 HK$500,000,000 in the most recent financial year Aggregate of HK$100,000,000 positive cash flow from operating activities during the trading record period 300 HK$50,000,000 25% of the issuer’s total issued share capital unless otherwise agreed by the Stock Exchange The top three public shareholders cannot beneficially own more than 50% of the listed securities in public hands 300 HK$50,000,000 25% of the issuer’s total issued share capital unless otherwise agreed by the Stock Exchange The top three public shareholders cannot beneficially own more than 50% of the listed securities in public hands 1,000 HK$50,000,000 25% of the issuer’s total issued share capital unless otherwise agreed by the Stock Exchange The top three public shareholders cannot beneficially own more than 50% of the listed securities in public hands HK$4,000,000,000 HK$500,000,000 for the most recent financial year
Under Current SEHK Listing Rules
Hong Kong Stock Exchange Listing Criteria
• A basic applicant to the SEHK must pass one of the three outlined tests • In addition, the applicant needs to demonstrate that it consolidates its accounts and that the company has control over the projects it has interests in
Section 1 Section 2 Section 3 Appendix A Appendix B Appendix C
SEHK Main Board SEHK - GEM NYSE and NASDAQ NYSE Summary Information NYSE Arca Summary Information NASDAQ Global Market Summary Information
• The Issuer must satisfy: – A trading record of not less than 3FY – Management continuity for at least FY1 to FY3 – Ownership and control for at least FY3 Additionally: – Market capitalization of at least HK$4bn at time of listing – Revenue of at least HK$500m for FY3 – At least 1000 shareholders at time of listing • HKSE may accept “a shorter trading record period under substantially the same management” in the case of market cap/revenue test if: – Issuer’s directors & management have sufficient and satisfactory experience of at least 3 years in the line of business and industry of the applicant – Management continuity for at least FY3 • SMIC was the first waiver granted under this new rule. Also: Hutchison Telecoms, Air China
Criteria Trading record of at least three financial years Management continuity during the trading record period Ownership and control continuity in the most recent financial year Minimum profit
Minimum number of shareholders upon listing Minimum market capitalization of securities in public hands upon listing Minimum public float upon listing (2)
Track Record Tests – 3 Options
Profit Test (Rule 8.05(1))
Market Capitalization/ Revenue/ Cashflow Test (Rule 8.05(2)) • The Issuer must satisfy: – A trading record of not less than 3FY – Management continuity for at least FY1 to FY3 – Ownership and control for at least FY3 Additionally: – Market capitalization of at least HK$2bn at time of listing – Revenue of at least HK$500m for FY3 – Positive cash flow from operating activities of applicant or its group of at least HK$100m in aggregate for FY1 to FY3
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Section 1
SEHK Main Board
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SEHK MAIN BOARD
Hong Kong Stock Exchange Listing Criteria
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SEHK MAIN BOARD
Track Record Tests
3 Options Available to IPO Candidates
Market Capitalization/ Revenue Test (Rule 8.05(3))
• Issuer must have “adequate trading record under substantially the same management and ownership”, meaning: – 3 financial years’ profits (1) attributable to shareholders of HK$50m (FY1+FY2 not less than $30m; FY3 not less than $20m) – Management continuity for at least FY1 to FY3 – Ownership and control for at least FY3 – Excluding associated companies & entities recorded under equity accounting
HK US Listing Considerations
May 06, 2011
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Table of Contents
Percentage of securities in public hands upon listing
Notes 1. “Revenue” means revenue arising from the principal activities of the new listing applicant. Items of revenue and gains that arise incidentally will be excluded. Further, revenue arising from “book” transactions, such as banner barter transaction or writing back of accounting provision or either similar activities resulting from mere book entries, will be disregarded (Rule 8.08 (4)) 2. The Stock Exchange may accept a lower public float percentage in relation to new listing applicants with an initial market capitalization of HK$10,000,000,000. 3. The Stock Exchange will accept a trading record period of less than three financial years if the new listing applicant can demonstrate that (i) its directors and management have sufficient and satisfactory experience of at least three years in the line of business and industry operated by the applicant; and (ii) management continuity for the most recent audited financial year (Rule 8.05A)