CF048M
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) – MAIN BOARD
I.B
Additional information to be submitted
Name of Company
:
Name of Sponsor(s)
:
Date submitted
:
Proof no. of Prospectus
:
Please provide additional information/ confirmation by separate submission, making
appropriate cross-references to the checklist below:A.
Finance and operations
1)
Lists of the top 5 customers and suppliers during the track record period,
including details of the amounts of sales/purchases (expressed in dollars and
percentages) for each track record period, the products sold/purchased, the
length of each customer/supplier's relationship with the Group, terms offered,
settlement information, and profile and background of each customer/supplier
including their business, size of operation and location.
2)
Details of related party loans, advances, guarantees and/or pledges of
securities to/from the Group including their terms, and the intended positions of
these arrangements after listing.
3)
Details of material contingent liabilities including guarantees or pledges on third
party borrowings.
4)
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 (See Checklist I.P for
details).
5)
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.
6)
An analysis by age group of subsequent settlement of trade payables together
with the details of credit period obtained from major suppliers.
7)
An analysis by age group of major categories of inventory and subsequent
usage / sale.
8)
Basis of provision / write-off for trade receivables and inventory.
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CF048M
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
B.
C.
D.
Corporate Structure
9)
Corporate structure chart of the Group during the Track Record Period and the
exact date of commencement of business of the Company/Group and date of
incorporation of the Company. Please also highlight any changes in the
shareholding control in the companies comprising the Group during the Track
Record Period and, if applicable, who were the previous controlling
shareholders.
10)
The existing and proposed shareholding structure of the Company and details
of the existing substantial shareholders of the Company.
11)
Memorandum describing the Company's reorganization for the purpose of the
floatation, including details of any excluded businesses and reasons for such
exclusions.
Companies with operations in the PRC
12)
Details of the relevant mainland interests where the Group has any PRC legal
entity in its shareholding structure.
13)
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
(see note).
14)
For PRC incorporated Company, a copy of the PRC legal opinion to the CSRC.
15)
A legal opinion setting out 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.
16)
Confirmation that documentation from the relevant PRC tax bureau confirming
the tax rate which the Company is subject to, and confirming that the Company
has paid the relevant tax liabilities, has been obtained and reviewed by
sponsor(s) and whether there are any matters to be brought to the attention of
the Exchange in this regard. Please note that we no longer require copies of the
relevant documentations.
Chapter 21 investment companies
17)
Existing and proposed shareholding structure of the Company, its management
company and/or its investment manager together with details of their substantial
shareholders.
18)
Details as to whether each of the directors of the Company, its management
company and/or its investment manager has the character, experience and
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The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
integrity to be able to demonstrate a standard of competence commensurate
with their position in relation to the investment company.
19)
E.
Confirmation from Independent Non-executive Directors
20)
F.
Confirmation from the Sponsor(s) that the Company’s articles of association or
equivalent constitutive documents contain relevant provisions to ensure
compliance at all times with the requirements under Rule 21.04(3).
Confirmation from the independent non-executive directors on their
understanding of the obligations and duties of an independent non-executive
director.
Information from Sponsor(s) on matters relating to Accountants’ Report
21)
Whether the Reporting Accountants have satisfied themselves (with reasons
therein) that the accounting treatment used for the preparation of the Group's
financial information included in the accountants' report comply with the
requirements under paragraph 1 in Appendix 3 of Auditing Guideline 3.340
"Prospectuses and the Reporting Accountants" issued by the Hong Kong
Institute of Certified Public Accountants and relevant accounting standards
governing group reorganization.
22)
Whether there is any integration of the operations of the Group with that of other
related company, and whether there is any 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. Where applicable, please provide a detailed submission
or confirmation on the following areas:-
(a)
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;
(b)
sponsor(s) to obtain 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
(c)
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 no material omission.
23)
Sponsor(s) to obtain a confirmation from the Company and its directors that
there is no change in the reporting accountants of the Group since the
preparation for listing up to the present, or alternatively, provide reasons for the
changes.
24)
Where there are qualifications in any of the audited accounts of the companies
comprising the Group during the Track Record Period and thereafter, a
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The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
submission from the Reporting Accountants showing details of the qualification
issues and their work performed to resolve such issues.
G.
Other Information / Confirmation from Sponsor(s)
25)
A list of the parties involved in the listing application, indicating their services
provided, the name of each team member involved in this application, and their
respective roles and responsibilities. The parties may include, other than the
experts disclosed in the prospectus, other parties which provided services in
conjunction with the listing application. Where this is the case, please also set
out the roles of these parties, what reliance has been placed in their work and
basis for this reliance.
26)
Confirmation that the Company is able to comply with all the basic qualifications
for listing under Chapters 8, 19/19A and where applicable, Chapter 21 of the
Listing Rules.
27)
Confirmation that there are no other material issues which could detrimentally
affect the suitability of listing of the Company.
28)
Confirmation that the Sponsor(s) have considered all the items below and that
all matters which ought to be brought to the attention of the Exchange have
been set out in the submission to the Exchange. A negative response to any
items below would require further explanations.
(a)
The business of the Group has been operated under substantially the
same management throughout the three full financial years comprising
the trading record period under Rule 8.05 (the "Track Record Period") and
thereafter.
(b)
There was no change in control in the operating companies comprising
the Group within the Track Record Period and thereafter.
(c)
The Group did not conduct any acquisition or merger activities during the
Track Record Period and thereafter.
(d)
The date of commencement of business of the Group and the date of
incorporation of the major subsidiaries in the Group (or its predecessor
companies which carried on the business) were prior to the
commencement of the Track Record Period.
(e)
The controlling shareholders and directors of the Company do not have
any interest in a business apart from the Group’s business which
competes or is likely to compete, directly or indirectly, with the Group's
business, and would require disclosure under Rule 8.10.
(f)
The Group is capable of carrying on its business(es) independently of,
and does not place undue reliance on its controlling shareholders or any
other parties (taking into consideration factors such as provision of critical
services, acting as the major supplier, customer or intermediaries,
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The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
provision of financial assistance (e.g. loans, guarantees), ownership of
significant assets (e.g. trademarks, operational rights) etc.)
(g)
The Group and/or its shareholders have not conducted any private
placings or transfer of shares within six months prior to the listing of the
Company.
(h)
The Group does not have any outstanding options, warrants, convertible
instruments, pre-IPO share options or similar rights convertible into
shares of the Company after listing.
(i)
The Group (including its predecessor companies) has obtained all
material licenses, permits or certificates necessary to conduct its
operations from the relevant governmental bodies in the jurisdictions
where the Group operates, and that the Group complies with all material
applicable laws and regulations in all jurisdictions where it operates since
its establishment.
(j)
The Group (including its predecessor companies) has not been convicted,
charged, summoned or penalized over any material offences, violations
or breaches of laws or regulations in jurisdictions which are considered
material to its operation and revenue.
(k)
There are no defects in the title of any property which is the subject matter
of a valuation report, and there is no other matter relation to the title of any
properties which ought to be brought to the Exchange's attention.
(l)
Related party transactions during the Track Record Period were
conducted on an arm's length basis and are properly disclosed in the
prospectus, and the effect of such related party transactions would not
distort the track record nor make the historical results of the Group not
reflective of its performance.
(m)
There are no actual or threatened claims or litigation against the Group
which could materially affect its financial position, and that the directors of
the Company are not engaged in any litigation.
Note to point 14:With regard to the new listing of the Company, the sponsor(s) or applicant 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
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CF048M
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
(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 viewed for the purpose of rendering the opinion.
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