PUBLIC LISTING

HONG KONG Stock Exchange

WHY LISING IN HONG KONG?

  1. No.1 globally in IPO fundraising in five of the past nine years
  2. Over 2 trillion Hong Kong Dollars in IPO fund raising by issuers over the past nine years
  3. More than 2,100 listed companies, including international and Mainland Chinese firms
  4. Over 800 billion Hong Kong Dollars invested in Hong Kong via Southbound Trading under Stock Connect to date

KEY ADVANTAGES

– Partner of choice for opportunities related to China’s internationalisation
– Diverse and global investor base
– Healthy and robust secondary market
– Framework for cornerstone investors
– Transparent process
– Stock Connect with access to investors in Mainland China
– Deep and liquid market that funds jumbo IPOs
– International corporate governance standards
– Sound regulatory regime
– Well established legal system

Listing requirement

Main Board

GEM

Market for more established companies, Listing rang from conglomerates, bank and property developers to internet companies and healthcare providers
Market for small to mid-sized companies

Financial Requirements (Satisfy one of the below tests)

Financial Requirement

Profit test

Market Capitalization/ Revenue test

Market Capitalization/ Revenue/Cash Flow Test

  • 3-year aggregate profit not less than HK$ 30M.
  • Market Cap. Not less than HK$500M At the time of listing.
  • Latest year revenue not less than HK$500M.
  • Market Cap. not less than HK$4Billion at the time of listing.
  • Latest year revenue not less than HK$
  • Market Cap. not less than 2Billion at the time of listing
  • Positive 3 years aggregate Operating cash flow (OCF) Not less than HK$100M.
    • Positive 2-year aggregate OCF not less than HK$30M.
    • Market Capitalization not less than HK$150M. at the time of listing

    Profit test

    Market Capitalization/ Revenue test

    Market Capitalization/ Revenue/Cash Flow Test

  • 3-year aggregate profit not less than HK$ 30M.
  • Market Cap. Not less than HK$500M At the time of listing.
  • Latest year revenue not less than HK$500M.
  • Market Cap. not less than HK$4Billion at the time of listing.
  • Latest year revenue not less than HK$
  • Market Cap. not less than 2Billion at the time of listing
  • Positive 3 years aggregate Operating cash flow (OCF) Not less than HK$100M.
    • Positive 2-year aggregate OCF not less than HK$30M.
    • Market Capitalization not less than HK$150M. at the time of listing

    Profit test

    Market Capitalization/ Revenue test

    Market Capitalization/ Revenue/Cash Flow Test

  • 3-year aggregate profit not less than HK$ 30M.
  • Market Cap. Not less than HK$500M At the time of listing.
  • Latest year revenue not less than HK$500M.
  • Market Cap. not less than HK$4Billion at the time of listing.
  • Latest year revenue not less than HK$
  • Market Cap. not less than 2Billion at the time of listing
  • Positive 3 years aggregate Operating cash flow (OCF) Not less than HK$100M.
    • Positive 2-year aggregate OCF not less than HK$30M.
    • Market Capitalization not less than HK$150M. at the time of listing
  • At least 25% free float (Can reduce to 15% if the Market Cap. more than HK$10Billion
  • At least 300 shareholders
  • 3 years same management
  • 1 year same ownership
  • At lest 3 independent directors and control representing not less than one-third of the board
  • Semi-annual financial reporting
  • At least 25% free float which can reduce to 15%, if Market Cap not less than HKS$10Billion
  • At least 100 shareholders
  • 2 years same management
  • 1 year same ownership
  • At least 3 independent directors and control representing at least one-third of the board
  • Main Board

    GEM

    Market for more established companies, Listing rang from conglomerates, bank and property developers to internet companies and healthcare providers
    Market for small to mid-sized companies

    Financial Requirements (Satisfy one of the below tests)

    Financial Requirement

    Profit test

    Market Capitalization/ Revenue test

    Market Capitalization/ Revenue/Cash Flow Test

  • 3-year aggregate profit not less than HK$ 30M.
  • Market Cap. Not less than HK$500M At the time of listing.
  • Latest year revenue not less than HK$500M.
  • Market Cap. not less than HK$4Billion at the time of listing.
  • Latest year revenue not less than HK$
  • Market Cap. not less than 2Billion at the time of listing
  • Positive 3 years aggregate Operating cash flow (OCF) Not less than HK$100M.
    • Positive 2-year aggregate OCF not less than HK$30M.
    • Market Capitalization not less than HK$150M. at the time of listing
  • At least 25% free float (Can reduce to 15% if the Market Cap. more than HK$10Billion
  • At least 300 shareholders
  • 3 years same management
  • 1 year same ownership
  • At lest 3 independent directors and control representing not less than one-third of the board
  • Semi-annual financial reporting
  • At least 25% free float which can reduce to 15%, if Market Cap not less than HKS$10Billion
  • At least 100 shareholders
  • 2 years same management
  • 1 year same ownership
  • At least 3 independent directors and control representing at least one-third of the board
  • Listing process on Main board and GEM

    • Appointing professional advisors is crucial for the success of the IPO. Professional advisors include Sponsor(s) and Underwriter(s), foreign and domestic lawyers, accountants, etc. It is required to appoint a Sponsor at least 2 months before submission of an IPO application and to notify HKEX in writing within five business days of its appointment.
      The Company should discuss with professional advisors whether a listing is right for the Company, the time and cost, and the potential issues, challenges and obligations the Company may face once listed.
    • Listing Preparation Process
      Professional advisors conduct due diligence on the Company and assist in the drafting of the prospectus. The prospectus must contain all the information that an investor reasonably requires to make an informed investment decision
    • Submitting Listing Application to Listing Department
      The Listing Application which includes the prospectus is submitted to the Listing Department Assuming the Listing Application is substantially complete, Listing Department will confirm receipt and publish both Chinese and English versions of the prospectus online.
    • Vetting by the Listing Department
      Listing Department will subsequently conduct detailed vetting of the Listing Application based on eligibility, suitability, sustainability, compliance of rules and sufficient disclosure.
      First round of comments will be provided within 10 business days from receipt of application. There is no pre-set time frame for a listing timetable. This will depend on the Company’s response time and quality of response.
    • Hearing by Listing Committee
      Listing Committee will review the application and determine if it is suitable to proceed with its IPO.
    • Marketing Period
      Underwriters typically help prepare a marketing process for the Company. The marketing process can include an investor education portion and an IPO roadshow.
    • List on Stock Exchange of Hong Kong
      After successfully pricing and allocating the shares to institutional investors and retail investors, the Company will be listed on the Stock Exchange of Hong Kong for trading.
    Source: HKEX

    New York Stock Exchange

    NYSE AMERICAN INITIAL LISTING STANDARDS

    (1) Requirement must be satisfied in either the last fiscal year or 2 out 3 most recent fiscal year.
    (2) Public shareholder and public float do not include shareholders or shares held directly or indirectly by any officer director controlling shareholder or other concentrated (10% or greater) affiliated or family holding.

    Source: NYSE

    Nasdaq Stock Exchange

    Nasdaq Market Tiers

    The Nasdaq Stock Market has three distinctive tiers: The Nasdaq Global Select Market®, The Nasdaq Global Market® and The Nasdaq Capital Market®. Applicants must satisfy certain financial, liquidity and corporate governance requirements to be approved for listing on any of these market tiers. As illustrated in the following tables, the initial financial and liquidity requirements for the Nasdaq Global Select Market are more stringent than those for the Nasdaq Global Market and likewise, the initial listing requirements for the Nasdaq Global Market are more stringent than those for the Nasdaq Capital Market. Corporate governance requirements are the same across all Nasdaq market tiers.
    It is important to note that even though a company’s securities meet all enumerated criteria for initial inclusion, Nasdaq may deny initial listing, or apply additional conditions, if necessary to protect investors and the public interest.

    Overview of Initial Listing Requirements

    The following charts provide an overview of the criteria companies must satisfy in order to list common stock or common stock equivalents on Nasdaq. For a more detailed presentation of our listing requirements, including listing requirements for other types of securities, please refer to our Listing Rules and consult our comprehensive list of frequently asked questions.

    Nasdaq Global Select Market: Financial Requirements

    Companies must meet all of the criteria under at least one of the four financial standards below and the applicable liquidity requirements on the next page. These requirements apply to listing the primary class of securities for an operating company. Refer to our Listing Rules for specific requirements as they pertain to closed end funds, structured products, debt securities and secondary classes.

    Nasdaq Global Select Market: Liquidity Requirements

    * The Company must also have four registered and active Market Makers unless it satisfies the requirements of the Nasdaq Global Market Income Standard or Equity Standard as set forth on the next page, in which case it must have three registered and active Market Makers.

    Nasdaq Global Market: Financial and Liquidity Requirements

    Companies must meet all of the criteria under at least one of the four standards below.

    * Currently traded companies qualifying solely under the Market Value Standard must meet the $75 million Market Value of Listed Securities and the $4 bid price requirement for 90 consecutive trading days before applying.

    Nasdaq Capital Market: Financial and Liquidity Requirements

    Companies must meet all of the criteria under at least one of the three standards below.
    * Currently traded companies qualifying solely under the Market Value Standard must meet the $50 million Market Value of Listed Securities and the applicable bid price requirement for 90 consecutive trading days before applying.

    ** To qualify under the closing price alternative, a company must have: (i) average annual revenues of $6 million for three years, or (ii) net tangible assets of $5 million, or (iii) net tangible assets of $2 million and a 3 year operating history, in addition to satisfying the other financial and liquidity requirements listed above.

    Corporate Governance Requirements

    Companies listed on The Nasdaq Stock Market are required to meet high standards of corporate governance, as set forth in the Listing Rule 5600 Series. Certain exemptions and phase-ins from these requirements apply to limited partnerships, foreign private issuers, initial public offerings and controlled companies.
    The following chart provides an overview of Nasdaq’s corporate governance requirements. For a more detailed discussion, please refer to our Listing Rules or consult our comprehensive list of frequently asked questions. If you would like to speak with Listing Qualifications Staff at any time, please call us at +1 301 978 8008. While such conversations are generally sufficient to answer your questions, we also provide definitive written guidance, which can be requested through the Listing Center.
    Source: Nasdaq
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