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Listing Requirements in Hong Kong

SEHK administers and enforces the requirements governing listing on the Main Board and GEM in accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. The basic requirements are as follows (for details of the listing requirements, please visit Hong Kong Exchanges & Clearing Limited’s website at www.hkex.com.hk):

Main Board

  • Financial requirements: companies wishing to go public must meet one of the following three financial criteria:
 1. Profit Test2. Market Cap/
Revenue Test
3. Market Cap/Revenue/
Cash Flow Test
Profit attributable to shareholdersAt least HK$50 million a year in the last 3 financial years (with profits of HK$20 million in the most recent year, and aggregate profits of HK$30 million in the 2 years before that)Not applicableNot applicable
Market capAt least HK$200 million at the time of listingAt least HK$4 billion at the time of listingAt least HK$2 billion at the time of listing
RevenueNot applicableAt least HK$500 million for the most recent audited financial yearAt least HK$500 million for the most recent audited financial year
Cash flowNot applicableNot applicablePositive cash flow from operating activities of at least HK$100 million in aggregate for the 3 preceding financial years

 

  • Trading record: a trading record of at least three financial years should be kept, during which period there should not be any major change in management. However, under special circumstances, a shorter trading record may be accepted at the discretion of the Hong Kong Exchanges & Clearing Limited (HKEx).
  • Core business: no specific requirement.
  • Management, ownership and control: there should be management continuity for at least the three preceding financial years; and ownership continuity and control for at least the most recent audited financial year.
  • Minimum market capitalisation: at least HK$200 million at the time of listing.
  • Minimum public float: at least 25% of the issuer’s total issued share capital must at all times be held by the public.
  • Number of shareholders:
    - At least 300 shareholders (if profit test or market cap/revenue/cash flow test is met)
  • Statement of business objectives: no specific requirement; but a general statement of future plan and prospects is required.
  • Accountants’ report: the accountants’ report should adopt Hong Kong and international accounting standards; the ending date of the most recent financial period in the report must not be more than six months before the issue of the prospectus.

GEM

  • Financial requirements: no profit or other financial standards requirements.
  • Trading record: a record of not less than two financial years of trading should be kept, during which period there should not be any major change in management and management structure. Under special circumstances, a shorter trading record covering 12 months of active business may be accepted.
  • Core business: should focus on one core business, related businesses excepted.
  • Management, ownership and control: there should be management continuity during the latest two financial years. The ownership and control should remain the same during the whole financial year prior to the issuance of listing documents.
  • Minimum market capitalisation: no specific requirement; but the actual market capitalisation should not be less than HK$100 million at the time of listing.
  • Minimum public float:
    - If at the time of listing market capitalisation is less than HK$10 billion: 25%. Market capitalisation should not be less than HK$30 million.
    - If at the time of listing market capitalisation exceeds HK$10 billion: 15- 25%.
  • Number of shareholders:
    - In a 24-month active trading record: at least 100 public shareholders.
  • Statement of business objectives: must set out the overall business objectives and plans over the period comprising the remainder of the current financial year and the two financial years thereafter, as well as explain the ways for achieving these objectives.

Accountants’ report: the accountants’ report should adopt Hong Kong and international accounting standards; the ending date of the most recent financial period covered in the report must not be more than six months before the issue of the prospectus.

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