First, the issuer's subject qualification
The issuer must be a legal person registered under the laws of Hongkong, China, Bermuda or Cayman Islands.
The issuer's articles of association shall meet the relevant requirements of the GEM listing rules. China enterprises applying for listing on GEM must be legally established joint stock limited companies.
Two. The internal organizational structure of the issuer
There should be at least two independent non-executive directors in the issuer's board of directors.
The issuer must employ qualified accountants to be fully responsible for financial and internal control. The person must be a certified public accountant and a senior member of the Hong Kong Institute of Certified Public Accountants or a member of a similar accounting body recognized by the Institute, and may be exempted from taking the membership examination.
The issuer must have an executive director as its supervisor to perform relevant duties.
The issuer shall have two authorized representatives, who shall be the issuer's executive director and two company secretaries.
An issuer must set up an audit committee composed of at least two members, most of whom should be independent non-executive directors of the issuer, and the chairman of the audit committee must be an independent non-executive director.
Three. Business activities of the issuer
New applicants must show that in the first 24 months after the date of submitting the listing documents, they have focused on a certain main business by themselves or by holding one or more companies, as well as companies with different businesses, but none of them are suitable for listing on the GEM.
During the issuer's 24-month active business, the management and its ownership form are basically the same.
The new applicant must list the active business records in the listing documents, and reasonably provide the detailed information of the new applicant's business performance within 24 months before the submission date of the listing documents.
Growth enterprise market aims to attract emerging growth enterprises, so the record of active business does not require the record of eternal profit or continuous profit.
Under special circumstances (although the nature of management and ownership of new applicants has changed significantly within 24 months before the announcement of the listing documents), the stock exchange will make a decision to allow new applicants to go public as appropriate according to individual circumstances.
If the subsidiary is responsible for the active business of the new applicant, the new applicant must have the control right of the board of directors of the subsidiary and not less than 50% of the rights and interests.
According to the newly revised Listing Rules of Growth Enterprise Market (effective on October 65, 2006/KLOC-0, 5438+0, 1), only applicants with total assets or market value of HK$ 500 million can apply for listing, but at the same time they must meet the requirements of publicly traded shares with a total value of HK$ 654.38+HK$ 0.5 billion.
Four. Statement of business objectives
The issuer must clearly state its business objectives in the prospectus, explain how to achieve the objectives, and analyze the market potential of its main business for two years, that is, the remaining accounting year at the time of application and the next two accounting years.
Although GEM does not make mandatory provisions on profit forecast, the above provisions have similar effects. The issuer must specify the overall development details of its main business in the next two years.
Verb (abbreviation for verb) ownership structure of a company
For companies with a market value of less than HK$ 654.38 billion, the minimum public shareholding ratio is 20%, and the amount involved must reach HK$ 30 million.
For a company with a market value equal to or more than HK$ 65.438+0 billion, its minimum public shareholding is HK$ 200 million or the higher of HK$ 654.38+05%.
New applicants must have at least 100 public shareholders at the time of listing.
Although it is not clearly stipulated, the minimum market value of the issuer cannot be less than HK$ 46 million.
According to the newly revised Listing Rules of Growth Enterprise Market (effective on October 65, 2006/KLOC-0, 5438+0, 1), applicants with a market value of less than HK$ 4 billion must have a minimum market value of HK$ 30 million, or a minimum of 25% of the total share capital at the time of listing, whichever is higher; For applicants with a market value of over HK$ 4 billion, the minimum market value held by the public at the time of listing must be HK$ 654.38 billion or 20% of the total share capital, whichever is higher. At the same time, the number of public shareholders increased from the original 100 to 300, in order to improve the liquidity of shares.
Intransitive verbs about sponsors
A new applicant must hire a sponsor to submit a listing application for him. The employment period must last for a fixed period of time, covering at least the remaining time of the company's listed fiscal year and the next two full fiscal years.
Seven. Accountant report
A new applicant shall prepare a financial and accounting report, which shall cover the two fiscal years before the announcement of the listing documents.
The latest financial period reported by the new applicant's certified public accountant shall not be earlier than 6 months before the announcement date of the listing documents.
Eight. Management shareholder
The total shares held by the management shareholders and major shareholders of the new applicant at the time of listing must be not less than 35% of the issued share capital of the new applicant.
According to the newly revised Listing Rules of Growth Enterprise Market (effective on October 65, 2006, 5438+0, 1), management shareholders are not allowed to sell their shares within one year after the listing date, but the lock-up period is half a year if the shares held by management shareholders do not exceed the issuer's share capital 1% at the time of listing.
Management shareholders include shareholders holding more than 5% of shares, all directors, senior managers and fund investors who have the right to appoint directors.
Nine, about horizontal competition
According to the listing rules of GEM, if the controlling shareholder, major shareholder, director and issuer engage in competitive business, the issuer may also go public, but the competitive business shall be continuously and fully disclosed at the time of listing and after listing.
Nine. Underwriting arrangement
Growth enterprise market does not need underwriting arrangements, and issuers can also entrust underwriters to sell them on a commission basis. However, in the absence of underwriting, the issuer must specify the minimum financing amount in the prospectus. If the actual result of the share sale fails to reach the minimum amount stipulated in the prospectus, the issuer's new shares will not be listed.
X. Special Provisions for Domestic Enterprises to Apply for Listing on Growth Enterprise Market in Hong Kong
China issuers must appoint and authorize a person to accept legal process documents and notices served on them in Hong Kong on behalf of China issuers during the listing of China issuers' securities on the Growth Enterprise Market, while China issuers must inform the Stock Exchange of the details of appointment and termination and the relevant information of the authorized person.
China issuers shall set up a register of shareholders in Hong Kong or other areas agreed by the stock exchange, and the equity transfer shall be registered in Hong Kong.
Unless otherwise agreed by the Stock Exchange, only the securities registered in the Hong Kong Shareholders' Register can be traded on the Growth Enterprise Market.
XI。 Conditions for domestic enterprises to apply for listing on the Growth Enterprise Market in Hong Kong
According to the China Securities Regulatory Commission's Guidelines for the Examination, Approval and Supervision of Domestic Enterprises' Application for Listing on the Growth Enterprise Market in Hong Kong, the conditions for domestic enterprises to apply for listing on the Growth Enterprise Market in Hong Kong are:
With the approval of the provincial people's government or the State Economic and Trade Commission, a joint stock limited company established and standardized in accordance with the law;
The company and its main sponsors abide by relevant national laws and policies, and have no major violations of laws and regulations in the last two years;
Meet the conditions stipulated in the Listing Rules of Hong Kong Growth Enterprise Market;
The listing sponsor believes that the company has the feasibility of issuing and listing, and assumes the sponsorship responsibility in accordance with the regulations;
High-tech enterprises recognized by the Ministry of Science and Technology have priority for examination and approval.
Procedures for domestic enterprises to apply for listing on Hong Kong Growth Enterprise Market
The procedures for domestic enterprises to apply for listing on the Growth Enterprise Market in Hong Kong can be mainly divided into the establishment of shares.
Limited company and listing application.
Set up a company limited by shares
In practice, there are two main ways to set up joint-stock companies: restructuring to set up joint-stock companies and changing to set up joint-stock companies. The reorganization and establishment of a joint-stock company means that business elements such as business, assets and personnel will be changed from one
When the shares of an enterprise as a legal person enter a joint-stock company, the principle of matching business, assets, personnel, liabilities, income, costs, expenses and other factors shall be followed.
To change the establishment of a joint-stock company is to set up a joint-stock company by changing the standardized organizational form of an enterprise as a legal person, and the business elements such as business, assets and personnel of the original enterprise as a legal person will enter the joint-stock company as a whole without any divestiture. If the issuer is already a limited liability company, according to the provisions of the Company Law, the issuer can be established by five promoters, and the limited liability company as a whole is changed into a joint stock limited company. The net assets of the limited liability company will be converted into the total share capital of the joint-stock company according to the ratio of 1: 1.
According to the State Council's "Special Provisions on Overseas Share Offering and Listing of Joint Stock Limited Companies", once a joint stock company is established, it can raise shares from overseas investors and list them overseas.
Apply for listing
Three months before a domestic enterprise submits its listing application to the Hong Kong Stock Exchange, the sponsor shall submit it to the China Securities Regulatory Commission on behalf of the company:
Company application report;
Analysis opinions and underwriting intention report on the feasibility of the company's issuance and listing issued by the listing sponsor; Approval document for the establishment of the company (in quadruplicate, one of which is the original). At the same time, send a copy to the relevant provincial people's governments and relevant departments of the State Council. If the relevant government departments have objections to the company's application documents, they can notify the China Securities Regulatory Commission in writing within 15 working days after receiving the company's application documents. The China Securities Regulatory Commission will consult with the State Economic and Trade Commission on whether the company complies with the national industrial policy, foreign capital utilization policy and other relevant regulations. After preliminary examination, the issuance supervision department of China Securities Regulatory Commission shall, within 20 working days from the date of receiving the above application documents of the company, notify the company whether to formally accept its application, and send a copy to the Ministry of Finance, the Ministry of Foreign Trade and Economic Cooperation and the foreign exchange bureau. If you disagree, you should explain the reasons. A company that the China Securities Regulatory Commission agrees to formally accept the application must submit to the China Securities Regulatory Commission: a legal opinion issued by a domestic law firm with securities practice qualifications on whether the company and its main promoters comply with relevant state laws and policies and whether there have been major violations of laws and regulations in the last two years; ? An audit report issued by an accounting firm on the accounting statements prepared by the company in accordance with China Accounting Standards and the Accounting System for Joint Stock Companies and adjusted in accordance with international accounting standards; If the company has state-owned shares, it must issue a reply document from the state-owned assets management department on the management of state-owned shares; A relatively complete prospectus; Other documents required by China Securities Regulatory Commission. If the application documents are complete and conform to the requirements after examination, and the MOFTEC, SAFE, Ministry of Finance (if state-owned shares are involved) and other departments have not raised written objections within the formal acceptance period, the China Securities Regulatory Commission will give approval within 10 working days. If the application is not approved, the reasons will be explained. After approval, the company can submit an application for listing on the Growth Enterprise Market to the Hong Kong Stock Exchange.