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AA001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
- i -
TABLE OF CONTENTS
I Documents to be submitted when making a new listing application I-1
A Form 5A - Application Form (Equity securities) IA-1
B Form 7K - Sponsorrsquos statement relating to independence IB-1
C Model Forms of Formal Notice IC-1
D Draft undertaking to be given by each sponsor and underwriter where no profit forecast is contained in the Prospectus [Deleted] ID-1
E Form 6A6B6C - Directorrsquos and Supervisorrsquos Forms [Deleted See VF-1 below] IE-1
F Additional information to be submitted IF-1
G Basic qualifications for new listing IG-1
H Basic requirements for contents of Prospectus IH-1
I Offering mechanism II-1
J Property valuation IJ-1
K Share option scheme IK-1
L Accountants report IL-1
M Share repurchase [Deleted] IM-1
N Articles of association IN-1
O Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers IO-1
P Definitive documents of title IP-1
Q Notice to all issuers and their directors and supervisors [Deleted] IQ-1
R Summary of key financial ratios during the track record period with explanation for fluctuation IR-1
S Confirmation and undertaking with regard to biographical information of directors and supervisors IS-1
T Standard comments To be addressed when replying to our first comment letter IT ndash 1
U Administrative Matters IU ndash 1
AA001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
- ii -
V Market comparable analysis IV ndash 1
II Documents to be submitted at least 4 clear business days before the expected hearing date II-1
A New listing particulars IIA-1
III Documents to be submitted after notification of approval in principle but before the date of issue of Prospectus III-1
A Form 7G - Sponsorrsquos declaration in support of a new applicant IIIA-1
B Form 5G - Restrictions on disposals of shares by an initial management shareholder [Deleted] IIIB-1
C Form 5H - Restrictions on disposals of shares by a significant shareholder [Deleted] IIIC-1
D Confirmation with regard to issuerrsquos own website IIID-1
E e-Submission system (ESS) registration IIIE-1
F Authorised representatives Compliance officer Company secretary form IIIF-1
G IPO Prospectus ndash First confirmation letter [Deleted and combined with IVA-1] IIIG-1
H Sponsorrsquos confirmation letter [Deleted] IIIH-1
I Confirmation with regard to posting of Web Proof Information Pack (WPIP) IIII-1
J Authorisation letter for submission of WPIP IIIJ-1
IV Documents to be lodged on the intended date of
authorisation of the Prospectus IV-1
A IPO Prospectus ndash Confirmation letter IVA-1
V Documents to be submitted after issue of Prospectus but before dealings in the securities commence V-1
A Form 5F - Company information sheet VA-1
B Form 5D - Marketing statement VB-1
C Placee Information Sheet VC-1
D Form 5E - Declaration of compliance VD-1
E Form 7I - Sponsorrsquos declaration of compliance concerning a new applicant VE-1
AA001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
- iii -
F Directorrsquos and Supervisorrsquos Forms VF-1
VI Document to be submitted before initial listinghelliphelliphelliphellipVI-1
A Form 7H ndash Compliance adviserrsquos declaration of interests hellipVIA -1
B Form 7M ndash Compliance adviserrsquos undertakinghelliphelliphelliphellip helliphellipVIB-1
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 1
NEW LISTING APPLICATION (EQUITY) - GEM
I Documents to be submitted when making a new listing application
Name of Company
Name of Sponsor(s)
Date submitted
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
Application Form - Equity Securities (Form 5A)
1213 IA
Sponsorrsquos statement relating to independence (Form 7K)
6A08 IB
Certified extract from the board minutes of the Company (i) authorising the submission of listing application form and (ii) approving the Directorsrsquo Declaration and Undertaking
1214(3)
Initial listing fee 1214(4)
Please advise the sponsorrsquos email address which could be used for receiving the Exchangersquos comments
6 copies of draft prospectus [or such other numbers as prescribed by us from time to time] in anticipated final form
1222(1)
3 certified copies of the memorandum and articles of association or equivalent document
1222(2)
Letter of compliance from the Sponsor(s) or legal adviser concerning compliance with Appendix 3 (and Appendix 11 for PRC or overseas issuer)
1222(2)
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 2
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
3 copies of final draft of statement of adjustments relating to the accountantsrsquo report
1222(3)
A copy of every contract required by paragraph 17 of the Third Schedule of the Companies Ordinance to be summarised in the prospectus or in the case of a contract not reduced into writing a memorandum giving full particulars thereof
1222(4)
3 copies of final draft formal notice set out in Form 10A10B10C of Appendix 10
1222(5) IC
3 copies of final draft application form
1222(6)
A copy of the notice(s) of meeting referred to in the prospectus
1222(7)
A certified copy of resolution(s) of the Company in general meeting authorising the allotment of all securities for which listing is sought
1222(8)
A copy of all resolutions which have been passed by the Company and which are required to be registered under the Companies Ordinance
1222(9)
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 3
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
A certified copy of the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together in such cases with a certified copy of the power of attorney or resolution delegating the powers) authorising the issue and allotment of such securities the making of the Form 5A application and where applicable the making of all necessary arrangements enabling such securities to be admitted into CCASS and providing and authorising the issue of the prospectus
1222(10)
3 copies of final draft of any temporary document of title if applicable
1222(11)
3 copies of the final draft of the definitive certificate or other document of title
1222(12)
A copy of the final draft of a letter from the Sponsor(s) confirming that they are satisfied that the statement in the prospectus as to the sufficiency of working capital has been made by the directors after due and careful enquiry and that persons or institutions providing finance have stated in writing that such facilities exist
1222(13)
Where the prospectus contains a profit forecast-
- 3 copies of final draft reports by the Reporting Accountants and the Sponsor(s) on profit forecast
1222(14) amp 1429
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 4
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
- 3 copies of final draft of the profit forecast memorandum with principal assumptions accounting policies and calculations for the forecast
1222(14) amp 1429
Where the prospectus contains a profit estimate-
- 3 copies of final draft reports by the Reporting Accountants and the Sponsor(s) on the profit estimate
- 3 copies of final draft of profit estimate memorandum with principal assumptions accounting policies and calculations for the estimate
- 2 copies of the boardrsquos profit forecast for the period up to the forthcoming financial year end date after listing with principal assumptions accounting policies and calculations for the forecast
Where the prospectus does not contain a profit forecast estimate-
- A submission explaining the reason(s) for non-inclusion of a profit forecast estimate
- 2 copies of the boardrsquos profit forecast for the period up to the forthcoming financial year end date after listing with principal assumptions accounting policies and calculations for the forecast
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 5
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
2 copies of the boardrsquos cash flow forecast memorandum covering a period of at least 12 months from the expected date of prospectus with principal assumptions accounting policies and calculations for the cash flow forecast
Waiver application 1222(15)
- Any request for waiver together with a written submission
3
- Others
The annual reports and accounts of the companies which comprise or will comprise the Group for each of the years forming the subject of the accountantsrsquo report
1223(1)
A written confirmation and undertaking with regard to the biographical information of each director and supervisor (for PRC issuer) and proposed director and proposed supervisor
1223(2a) amp 2516(4)
IS
A certified copy of the certificate of incorporation and any certificate of incorporation on change of name or equivalent document
1223(3)
A certified copy of the certificate entitling the Company to commence business
1223(4)
Where the promoter or other interested party is a limited company or firm-
- statutory declaration as to the identity of those who control it or are interested in its profit and assets
1223(6)(b)
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 6
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
Where the Company has any corporate shareholder holding over 5 per cent of the issued capital-
- a declaration by a duly authorised officer of such corporate shareholder giving details of its registered office directors shareholders and business
1223(6)(c)
PRC incorporated issuers only-
Submission from the Sponsor(s) on the qualification of the secretary (where applicable)
2511
Submission from the Sponsor(s) to make a determination whether certain person(s) or entity(ies) should be treated as connected person(s) of a PRC issuer (where applicable)
2514
3 copies of the Sponsor(s) submission referred to in Rule 2505 where applicable
2516(1)
3 copies of final draft contract between the PRC issuer and every director and officer containing the undertakings and arbitration clause required by Rule 2541
2516(2)
3 copies of each final draft contract between the PRC issuer and every supervisor containing the undertakings and arbitration clause required by Rule 2542
2516(3)
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 7
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
3 copies of final draft legal opinion by the Hong Kong legal advisers citing and attaching the legal opinion by PRC lawyers confirming (i) the due incorporation and legal person status of the PRC issuer as a joint stock limited company under PRC law and (ii) the obtaining of all relevant regulatory approvals in the PRC required for the issue and listing
2516(5)
A copy of the letter to the Company from the Companys Hong Kong legal advisors confirming that the prospectus sets out the material difference between Hong Kong law and applicable PRC law
App 11C Sect 2(2)
Checklists
- Additional information to be submitted by the Sponsor(s)
IF
- Basic qualifications for new listing
IG
- Basic requirements for contents of prospectus
IH
- Offering mechanism II
- Property valuation IJ
- Share option scheme IK
- Accountants report IL
- Articles of Association IN
- Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers
App 11C (1)(a)
IO
- Definitive documents of title
IP
Other documents
CF040G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
I - 8
Documents Rule 1
Ref Submitted Comment 2
(where applicable) Yes No NA
- Analysis of financial information
IR
- Standard Comments to be addressed when replying to our first comment letter
IT
- Market comparable analysis
IV
- Others
Please specify
Notes-
1 Please refer to the applicable rule for full details of the documentary requirement
2 Adequate explanation must be given where the relevant rule or documentation requirement does
not apply to the Company
3 The written submission should include supporting information For waiver application in relation
to connected transactions the supporting information should demonstrate whether the proposed
connected transactions are on normal commercial terms and are fair and reasonable to
shareholders Please also provide the proposed caps and an analysis of the basis to support the
proposed caps including historical and estimated figures
Signed by
(for and on behalf of the Sponsor(s))
Jun 2003IA - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
IA Form 5A - Application Form ndash(Equity Securities)
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 1
APPENDIX 5
FORMS RELATING TO LISTING
FORM A
Application Form - Equity securities (of an issuer no part of whose share capital is already listed)
Case Number
This form must be lodged duly completed at least 25 clear business days prior to the provisional hearing date of the application by the Listing Division To The Listing Division The Stock Exchange of Hong Kong Limited
Date Dear Sirs 1 We [Limited] (in English) (in Chinese) (the
ldquoIssuerrdquo) and [Limited] (in English) (in Chinese) (the ldquoSponsorrdquo) hereby apply for the listing of and for the permission to deal in the securities referred to in paragraph 6(b) below subject to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ldquoGEM Listing Rulesrdquo)
2 Please indicate the person or persons to whom the Exchange should respond in relation to this application
(Note 1)
3 Proposed timetable for the listing (please specify dates) (Note 2)
(a) Exchange hearing (b) bulk print date (c) listing document date (d) application lists close (e) announcement of results if applicable (f) refund cheques despatched if applicable (g) documents of title despatched (h) dealings commence
4 Issuerrsquos place and date of incorporation or other establishment (Note 3)
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 2
5 A brief summary of the history and nature of business of the Issuer andor its subsidiaries
6 Details of share capital
(a) Authorised share capital of [currency] [amount] divided into
Class Number Par value per share
Total Nominal value
(A) (B) (C) = (A) x (B) [currency] [currency]
Total
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 3
(b) The type(s) and number of securities for which application is now made being the issued (and paid up) share capital inclusive of proposed issue of [currency][amount] divided into
Class Number Par value per share
Total nominal value
(A) (B) (C) = (A) x (B) [currency] [currency]
In issue before the offer
Proposed to be issued pursuant to the offer
- maximum (if applicable)
- minimum (if applicable)
Total
7 Estimated market capitalisation of the maximum and minimum number of securities for which listing is
sought (Note 4)
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 4
8 (a) Estimated size of offer Number of securities
Class of securities
Sale shares (if applicable)
New issue (if applicable)
Total Offered
Proposed offer price
Estimated size of offer
(A) (B) (C) = (A) + (B) (D) (E) = (C) x (D) [currency] [currency]
Total
(b) Particulars of proposed listing method of the securities referred to in paragraph 6(b) above Number of securities
Class of
securities
Proposed listing
method
Sale share(if
applicable)
New issue(if
applicable) Total Proposed offer price
Estimated market value
(A) (B) (C)
= (A) + (B) (D) (E)
= (C) x (D) [currency] [currency]
Total
9 Minimum amount of capital to be raised by the Issuer (if applicable) (Note 5)
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 5
10 Estimated percentage of securities in the hands of the public (immediately following listing of the securities)
Estimated percentage Class of securities in the hands of the public
11 Whether or not it is proposed that the issue be underwritten and if so by whom and the amount of
securities to be underwritten
12 The securities for which application is now made
(a) areare not identical in all respects (Note 6)
(b) areare not identical in all respects with an existing class of security
(Note 6) (If the securities are not identical now but will become so in the future a statement as to when they will become identical must be added to (a) or (b) above)
(c) are not listed or dealt in on another stock exchangeare listed or dealt in on the following stock
exchange(s)
(d) have been in the previous 6 months are or will be the subject of an application for listing on the following stock exchange(s) Delete as appropriate
13 [Repealed 1 January 2007] 14 Particulars of the authorised representatives of the issuer (see rule 524 of the GEM Listing Rules)
(a) Name (English) (Chinese) Telephone Number (Office) (Home)
(Mobile)
Fax Number E-mail
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 6
(b) Name (English) (Chinese)
Telephone Number (Office) (Home)
(Mobile)
Fax Number E-mail
15 Details of any additional information considered necessaryappropriate for the Exchangersquos consideration
(complete on a separate sheet if necessary)
16 Brief summary of any applications for waiver from compliance with any of the GEM Listing Rules
(please attach a detailed waiver application)
17 The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s)
isare referred to in any document included in this applicationmdash
Name Qualifications Document
18 Definitive certificates (in respect of the class of securitysecurities for which listing is sought)
have already been issued for shares and will be ready on for shares
19 A cheque numbered (cheque number) drawn on (bank)
for $[ ] the amount specified in Appendix 9 has been enclosed for payment of the non-refundable initial listing fee If there is any delay in the proposed timetable as set out above or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange or if the proposed application for listing is withdrawn cancelled or rejected by the Exchange the Issuer acknowledges the Exchangersquos right to forfeit this amount The Issuer also acknowledges the Exchangersquos rights under Notes 2(e) and (f) below
20 Issuerrsquos Undertaking
We [Limited] the Issuer hereby undertakemdash
(a) for so long as any of our securities are listed on GEM to comply at all times with all of the requirements of the GEM Listing Rules from time to time in force (save for any that are stated not to apply)
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 7
(b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the
application by the Listing Division that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material respect
(c) to lodge with the Exchange before dealings in the securities commence the declaration
(Appendix 5E) required by rule 1226(7) of the GEM Listing Rules and (d) to comply with the requirements of the procedures and format for publication and
communication published by the Exchange from time to time Please attach a certified extract from the board minutes of the Issuer authorising the submission of this form and approving the undertaking declaration and acknowledgements set out herein 21 Sponsorrsquos Undertaking
We [Limited] the Sponsor hereby undertakemdash
(a) to comply with the GEM Listing Rules applicable to Sponsors (b) to use reasonable endeavours to ensure that all information provided to the Exchange during
the listing application process is true in all material respects and does not omit any material information and to the extent that we subsequently become aware of information that casts doubt on the truth accuracy or completeness of information provided to the Exchange we will promptly inform the Exchange of such information
(c) to cooperate in any investigation conducted by the Listing Division andor the GEM Listing
Committee of the Exchange including answering promptly and openly any questions addressed to us promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which we are requested to appear and
(d) to lodge with the Exchange before dealings in the Issuerrsquos securities commence the declaration of compliance (Appendix 7I) as referred to in rule 1226(8) of the GEM Listing Rules
22 Issuerrsquos and Sponsorrsquos Declaration
We [Limited] the Issuer and we [Limited] the Sponsor declare we have each satisfied ourselves to the best of our respective knowledge and belief having each made due and careful enquiries thatmdash
(a) all of the documents required by the GEM Listing Rules to be included with this application
have been supplied to the Exchange (b) the information supplied in this form and in the documents submitted together with this
form is accurate and complete in all material respects and not misleading (save in respect of matters that cannot be ascertained as at the date of this form)
(c) all the qualifications for listing set out in the relevant chapters of the GEM Listing Rules
have insofar as applicable and required to be met or fulfilled prior to application been met or fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 6 above
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 8
(d) all information required to be included in the listing document by virtue of the GEM Listing Rules the Companies Ordinance section 12 of the Securities and Futures (Stock Market Listing) Rules the Code on Takeovers and Mergers and all other relevant regulations has been included therein or for information that cannot be ascertained as at the date of this form will be included therein before the final version of the listing document is submitted for review
(e) all the requirements of the GEM Listing Rules the Companies Ordinance the Securities and
Futures (Stock Market Listing) Rules the Code on Takeovers and Mergers and all other relevant regulations insofar as applicable and required to be fulfilled at the time of application have been fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 6 above
(f) there are no other facts bearing on the Issuerrsquos application for listing of and permission to
deal in such securities which should be disclosed to the Exchange 22A Issuerrsquos authorisation for filing with the Commission
We are required to file copies of our application with the Securities and Futures Commission (ldquoSFCrdquo) under section 5(1) of the Securities and Futures (Stock Market Listing) Rules (ldquoRulesrdquo) Pursuant to section 5(2) of the Rules we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange If our securities become listed on the Exchange we will be required to file copies of certain announcements statements circulars or other documents made or issued by us or on our behalf to the public or to holders of our securities (ldquorelevant corporate materialsrdquo) with the SFC under sections 7(1) and (2) of the Rules Pursuant to section 7(3) of the Rules we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange In this letter ldquoapplicationrdquo has the meaning ascribed to it under section 2 of the Rules
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 9
The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe In addition we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require
23 Issuerrsquos Acknowledgements
We [Limited] the Issuer authorise the Exchange to publish release or present on the GEM website or in any other form or context and to whomsoever the Exchange deems necessary or appropriate for the purposes specified below any information provided by us or on our behalf to the Exchange pursuant to any obligation under the GEM Listing Rules to publish the same and without liability on the part of the Exchange In addition we acknowledge that the Exchange may impose a fee for access to or use of such public information so published released or presented and we waive any right to receive any fee or other remuneration from the Exchange in respect thereof The purposes for which the Exchange may so publish release or present such information are as followsmdash
(a) for the promotion of GEM or (b) in connection with the compilation of statistical and other information on companies listed
on GEM or (c) investor awareness and education or (d) to preserve the general integrity and reputation of the market
Yours faithfully Signed Name Director Secretary or other duly authorised officer for and on behalf of Name of Issuer Delete as appropriate Yours faithfully Signed Name Director For and on behalf of Name of Sponsor
NOTES
(1) Where more than one Sponsor has been appointed please refer to rule 6A10 of the GEM Listing Rules
for guidance The Exchange must be advised as to which of the Sponsors is in the first instance
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 10
principally responsible for communicating on the Issuerrsquos behalf with the Exchange (2) All applicants should note thatmdash
(a) pursuant to rule 1212 the Sponsor should contact the GEM Listing Division to ascertain a date on which the Listing Division may consider the applicantrsquos application for listing The Exchange reserves the right to change the provisional hearing date
(b) the applicant is not guaranteed an exclusive timetable In other words the applicantrsquos timetable
may coincide with or overlap the timetable of other applicants (c) if requested the Exchange will inform the applicant of the estimated size of issue and the date on
which it is proposed that the application lists will close in respect of every other applicant whose timetable will coincide with or overlap with the applicantrsquos proposed timetable
(d) other applicants the proposed timetables of which coincide with or overlap with the applicantrsquos
timetable will be informed upon their request to the Exchange of the estimated size of issue and current date on which it is proposed that the application lists will close in respect of the applicant as disclosed in this form (all other details will be retained in strict confidence)
(e) in the event that the listing remains outstanding for more than 6 months after the date of the
application form any initial listing fee paid will be forfeited and a new application form together with a further non-refundable initial listing fee in the amount specified in Appendix 9 must be submitted to the Exchange unless the Exchange agrees otherwise
(f) where there is a termination or addition of a Sponsor during the vetting process of the listing
application the Exchange will normally require the applicant to submit a new listing application form detailing a revised timetable and a further non-refundable initial listing fee in the amount specified in Appendix 9 Any initial listing fee paid will in such circumstances be forfeited and
(g) the submission of an application form shall be deemed to confer authority upon the Exchange to
notify tomdash
(i) any other applicants the proposed timetables of which coincide or overlap with the applicantrsquos timetable the estimated size of the applicantrsquos issue and the current date on which it is proposed that the application lists will close and
(ii) the Securities and Future Commission and the Hong Kong Monetary Authority the details
of the application (3) If it is an overseas issuer the applicable law under which it is incorporated or otherwise established
must be stated (4) In the case of an introduction this application must state the names and holdings (if known) of the 10
largest beneficial holders of the securities the total number of holders and particulars of the holdings of the directors and their family interests
(5) Please refer to rule 1124 of the GEM Listing Rules for guidance (6) ldquoIdenticalrdquo means in this contextmdash
(a) the securities are of the same nominal value with the same amount called up or paid up (b) they are entitled to dividendinterest at the same rate and for the same period so that at the next
ensuing distribution the dividendinterest payable per unit will amount to exactly the same sum
FF015G Appendix 5
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
June 2008 Form 5A
IA - 11
(gross and net) and (c) they carry the same rights as to unrestricted transfer attendance and voting at meetings and
rank pari passu in all other respects (7) If insufficient space is provided for completion of any paragraph additional information may be entered
on a separate sheet of paper duly signed and attached (8) To the extent that this form is required to be signed on behalf of the Sponsor the Exchange expects that
it would usually be signed by the Principals who hashave been most actively involved in the work undertaken by the Sponsor However notwithstanding who signs this form on behalf of the Sponsor the Management (as defined in the Commissionrsquos Guidelines for Sponsors and Compliance Advisers) of the Sponsor will be ultimately responsible for supervision of the work carried out by the Sponsor firm and quality assurance in respect of that work The Exchange reminds Sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the Commissionrsquos Guidelines for Sponsors and Compliance Advisers
Jan 2005 IB - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
IB Form 7K - Sponsors statement relating to independence
HH001G Appendix 7
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7K
IB - 1
Appendix 7 SPONSORrsquoS FORMS
FORM K [letterhead of sponsor]
Sponsorrsquos statement relating to independence
To The Listing Division
The Stock Exchange of Hong Kong Limited
helliphelliphelliphelliphelliphelliphellip
We helliphelliphelliphelliphelliphelliphelliphelliphelliphellip (the ldquoFirmrdquo) are a the [cross out whichever is not applicable] Sponsor
appointed by helliphelliphelliphelliphelliphelliphelliphellip (the ldquoCompanyrdquo) for the purpose referred to in rule 6A02 of the Rules
Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong
Limited (the ldquoGEM Listing Rulesrdquo) and have offices located at helliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Pursuant to rule 6A08 we declare to The Stock Exchange of Hong Kong Limited that as regards the
Firmrsquos relationship with the Company [clearly strike out whichever of the following does not apply]
(1) pursuant to rule 6A07 the Firm is and expects to be independent [or]
(2) pursuant to rule 6A07 the Firm is not or does not expect to be independent because
[describe in some detail the circumstances that give rise to the lack of independence]
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Signature helliphelliphelliphelliphelliphelliphelliphelliphellip
Name helliphelliphelliphelliphelliphelliphelliphelliphellip
For and on behalf of helliphelliphelliphelliphelliphelliphelliphelliphellip [insert the name of Firm]
Dated helliphelliphelliphelliphelliphelliphelliphelliphellip
HH001G Appendix 7
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7K
IB - 2
NOTES
(1) Sponsors are reminded that rule 6A09 requires amongst other things that where a Sponsor
becomes aware of a change to the information set out in this statement it must notify the Exchange
as soon as possible upon that change occurring
(2) Each and every director of the Sponsor and any officer or representative of the Sponsor supplying
information sought in this form should note that this form constitutes a record or document which
is to be provided to the Exchange in connection with the performance of its functions under
ldquorelevant provisionsrdquo (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance
Cap 571) and is likely to be relied upon by the Exchange In relation to this you should be aware
that giving to the Exchange any record or document which is false or misleading in a material
particular will render relevant persons liable for prosecution for an offence under subsection
384(3) of the Securities and Futures Ordinance If you have any queries you should consult the
Exchange or your professional adviser immediately
Jun 2003IC - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
IC Model Forms of Formal Notice
1) Form 10A - Formal Notice for Offers for Sale or Subscription
2) Form 10B - Formal Notice for Introductions
3) Form 10C - Formal Notice for Placings
FF020G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 10A
IC - 1
Appendix 10
MODEL FORMS OF FORMAL NOTICE
Form A
For offers for sale or subscription
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement This announcement is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for securities
[XYZ Limited]
(Incorporated in [Hong Kong] under the [Companies Ordinance])
NEW ISSUE
of
[up to]
200000000 ordinary shares of 10 cents each
at
HK$100 per share
on
THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED
[Underwritten by]
Lead Manager [and Sponsor]
ABC amp Co
Joint Managers
DEF amp Co GHI amp Co JKL amp Co MNO amp Co
[Sponsor]
[RST amp Co]
Copies of the listing document required by the Rules Governing the Listing of Securities on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [hellip hellip hellip ] frommdash
FF020G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 10A
IC - 2
Any Exchange Participant of The Stock Exchange of Hong Kong Limited
Application for the shares will only be considered on the basis of the listing document dated [hellip hellip hellip]
Application has been made to The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the shares of XYZ Limited in issue and to be issued as described in the listing document Dealings are expected to commence on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited on [hellip hellip hellip]
Dated [hellip hellip hellip]
This announcement and a copy of the listing document referred to above will remain on the GEM website in the case of the announcement on the ldquoLatest Company Announcementsrdquo page for 7 days from the day of its posting
FF021G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 10B
IC - 1
Appendix 10
MODEL FORMS OF FORMAL NOTICE
FORM B
For introductions
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement This announcement appears for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for shares
[XYZ Limited] (incorporated in [Hong Kong] under the [Companies Ordinance])
Notice of the INTRODUCTION
of the whole of the issued share capital comprising 200000000 ordinary shares
of HK$100 each
on
THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED
Financial Adviser [amp Sponsor]
ABC amp Co
[Sponsor]
[DEF amp Co]
Copies of the listing document required by the Rules Governing the Listing of Securities on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited are available for information purposes only from the Sponsor at [ ] for a period of 14 days from the date of this Notice Application has been made to The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the above securities Dealings in the above securities are expected to commence on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited on [hellip hellip hellip ] Dated [hellip hellip hellip] This announcement and a copy of the listing document referred to above will remain on the GEM website in the case of the announcement on the ldquoLatest Company Announcementsrdquo page for 7 days from the day of its posting
FF022G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 10C
IC - 1
Appendix 10
MODEL FORMS OF FORMAL NOTICE
FORM C
For placings Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement This announcement is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for securities
[XYZ Limited] (incorporated in [Hong Kong] under the [Companies Ordinance])
NOTICE OF LISTING BY WAY OF PLACING
on
THE GROWTH ENTERPRISE MARKET
OF THE STOCK EXCHANGE OF HONG KONG LIMITED
[up to]
200000000 ordinary shares of HK$100 each
of which [ ] are to be placed with
[ ] and [up to] [ ] are to be made available to members
of the general public
by
Lead Manager [and Sponsor]
ABC amp Co
Joint Managers
DEF amp Co GHI amp Co JKL amp Co MNO amp Co
[Sponsor]
[RST amp Co] Copies of the listing document required by the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [hellip hellip hellip ] from
FF022G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 10C
IC - 2
Application for the shares will only be considered on the basis of the listing document dated [hellip hellip hellip ] Application has been made to The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the [securities] [the whole of the ordinary share capital of XYZ Limited issued and to be issued] as described in the listing document Dealings are expected to commence on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited on [hellip hellip hellip ] Dated [hellip hellip hellip ] This announcement and a copy of the listing document referred to above will remain on the GEM website in the case of the announcement on the ldquoLatest Company Announcementsrdquo page for 7 days from the day of its posting
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM
IF 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 salespurchases (expressed in dollars and percentages) for each Track Record Period the products soldpurchased the length of each customersuppliers relationship with the Group terms offered settlement information and profile and background of each customersupplier including their business size of operation and location
2) Details of related party loans advances guarantees andor pledges of securities tofrom the Group including their terms and the intended positions of these (others) arrangements after listing
3) Details of material contingent liabilities including guarantees or pledges on third party borrowings
4) Comparison of the Groups performance (eg 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 IV 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
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 2
B Corporate structure
9) In respect of each shareholder of the Company at the time of the submission of the listing application-
(a) the business and background of the shareholder and where the shareholder is a company its latest audited net asset value management structure (including details of how decisions are made) value of the investment in the Company (in dollars and as a percentage of net asset value) the identity and background of its shareholders their respective shareholdings and their ultimate controlling shareholders
(b) the shareholderrsquos relationship with the Company and its connected persons
(c) the shareholderrsquos present and intended involvement in the management of the Company and its subsidiaries
(d) the reason for investment in the shares of the Company (or its predecessor companies) and how the shareholder was introduced to the Group
(e) in respect of the interest held by the shareholder the cost of investment in the shares (in total and per share basis) and details of each subscriptionacquisitiondisposal including the date of subscriptiontransfer the identity of the disposingacquiring shareholder subscription moneyconsideration paid number of shares and percentage of equity interest received the basis for the consideration paid etc and
(f) funding proof in respect of the share subscriptionacquisition
10) Please provide the following information in relation to the management and ownership of the Group throughout the Track Record Period-
(a) a table detailing the names of shareholders and their percentage shareholding interests for each of the Company and each of the major operating subsidiaries including the dates of share subscriptiontransfer since the commencement date of the Track Record Period (see Attachment 1) and
(b) a table detailing the names of directors of the Company and each of the major operating subsidiaries including the dates of appointment and resignation of each director and the shareholder whom heshe represents since the commencement date of the Track Record Period (see Attachment 1)
11) Memorandum describing the Companys reorganization for the purposes of the floatation including details of any excluded businesses and reasons for such exclusions
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 3
C 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 Companys 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 Groups 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 documentation
D Confirmations from Independent Non-executive Directors
17) Confirmation from the independent non-executive directors on their understanding of the obligations and duties of an independent non-executive director
E Confirmations from shareholders and directors
18) Confirmation from the Company and each of the controlling shareholders and directors that they and their respective associates have not entered into and prior to listing will not enter into any arrangements or agreements (other than those agreements currently disclosed in the Prospectus) in relation to the shares of the Company (or its predecessor companies) including as to the price of the shares placed to existing shareholders or to be placed pursuant to the share offer
F Information from sponsor(s) on matters relating to Accountantsrsquo Report
19) Whether the Reporting Accountants have satisfied themselves (with reasons therein) that the accounting treatment used for the preparation of the Groups financial information included in the accountants report comply with the requirements under paragraph 1 in Appendix 3 of Auditing Guideline 3340 Prospectuses and the Reporting Accountants issued by
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 4
the Hong Kong Institute of Certified Public Accountants and relevant accounting standards governing group reorganization
20) 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 Groups 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 Grouprsquos 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 Groups financial data from the books and records of that related company is fair reasonable and no material omission
21) 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
22) Where there are audit qualifications in any of the statutory accounts of the companies comprising the Group during the Track Record Period and thereafter a 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)
23) 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
24) Confirmation that the Company is able to comply with all the basic qualifications for listing under Chapters 11 and 2425 of the GEM Listing Rules
25) Confirmation that there are no other material issues which could detrimentally affect the suitability of listing of the Company
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 5
26) 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 explanation
(a) The business of the Group has been operated under substantially the same management throughout the 2 full financial years comprising the trading records in accordance with Rule 1112A (the Track Record Period) and thereafter and the Group has a positive cash flow from operating activities of at least HK$20000000 in aggregate for the two financial years immediately preceding the date of the listing document
(b) The Group must have had continuity of ownership and control for the period commencing not later than the beginning of the financial year immediately preceding the issue of the listing document and ending on the date of listing in accordance with Rule 1112A(2)
(c) The business of the Group has been operated under substantially the same management for the period commencing at least the 2 financial yeas immediately preceding the issue of the listing document and ending on the date of listing in accordance with Rule 1112A(3)
(d) The Group did not conduct any acquisition or merger activities during the Track Record Period and thereafter
(e) The Group has an expected market capitalization at the time of listing of at least HK$100000000 in accordance with Rule 1123(6)
(f) The Group will have at least 25 of the total issued share capital at all times be held by the public in accordance with Rule 1123(7)
(g) The date of commencement of business of the Group and the date of incorporation of the major operating subsidiaries in the Group (or its predecessor companies which carried on the business) were prior to the commencement of the Track Record period
(h) The directors controlling shareholders and substantial shareholders and their respective associates do not have any interest in a business apart from the Grouprsquos business which competes or is likely to compete directly or indirectly with the Grouprsquos business and would require disclosure under Rule 1104
(i) The Group is capable of carrying on its business 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 provision of financial assistance (eg loans guarantee) ownership of significant assets (eg trademarks operational rights) etc)
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 6
(j) The Group does not have outstanding options warrants convertible instruments pre-IPO share options or similar rights convertible into shares of the Company after listing
(k) 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 its operates since its establishment
(l) The Group (including its predecessor companies) has not been convicted charged summoned or penalised over any material offences violations or breaches of laws or regulations in jurisdictions which are considered material to its operation and revenue
(m) 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 Exchanges attention
(n) The Accountants Report includes the consolidated results of the Company and its subsidiaries for the two full financial years as required under Rules 703 and 1110
(o) There are no audit qualifications in any of the statutory accounts of the companies now comprising the Group during the Track Record Period and thereafter
(p) The Group has sufficient working capital to meet its present requirements that is for at least the next twelve months after listing as demonstrated by its working capital forecast
(q) Related party transactions during the Track Record Period were conducted on an armrsquos 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
(r) There are no actual or threatened claims or litigations 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
Companys 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 andor its Group
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 7
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 Companys securities to be listed on the Exchange or
(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
CF048G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
IF - 8
Name of the Company Attachment 1
Changes in Shareholding
Name of the Company its major operating subsidiaries
( Refer to Question 10(a) )
As at the date of commencement of the Track Record Period on
____________
Date of Change in Shareholding on
____________
Date of Change in Shareholding on
____________
Latest Practicable Date
Shareholders
1)
2)
3)
4)
of shareholding
1)
2)
3)
4)
100
of shareholding
1)
2)
3)
4)
100
of shareholding
1)
2)
3)
4)
100
of shareholding
1)
2)
3)
4)
100
Changes in Directorship
( Refer to Question 6(b) )
As at the date of commencement of the Track Record Period on
____________
Date of Change in Directorship on
____________
Date of Change in Directorship on
____________
Latest Practicable Date
Board of Directors
1)
2)
3)
4)
1)
2)
3)
4)
1)
2)
3)
4)
1)
2)
3)
4)
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 IG - 1
CF049G
NEW LISTING APPLICATION (EQUITY) ndash GEM
IG Basic qualifications for new listing
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Rule Yes No NA
Comment 1 Page No 2
Basic Conditions
1104 1105 1106 1107- (1) (2) (3) (4) (5) (6) 1108 1109 1112A(1) 1112A(2) 1112A(3) 1113(1) 1113(2) 1114 1115 1116 1117 1118(1) 1118(2)
CF049G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 IG - 2
Complied with Rule Yes No NA
Comment 1 Page No 2
1119 1120(1) 1120(2) 1121(1) 1121(2) 1121(3) 1123(2)(a) 1123(2)(b) 1123(6) 1123(7) 1123(8) 1129 (9) 1129 (10) 1124 1125 1126 1127 1128 1129(1) 1129(2) 1129(3) 1130(1) 1130(2) 1131 1132 1133 1134 1135(1) 1135(2)
Overseas incorporated issuers only
2405(1)- (a) (b) 2405(2)- (a) (b)
CF049G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 IG - 3
Complied with Rule Yes No NA
Comment 1 Page No 2
(c) (d) (e) 2405(3)- 2405(4) 2405(5) 2405(6)(a)(i) 2405(6)(a)(ii) 2405(6)(b) 2405(6)(c)
PRC incorporated issuers only
2507(1) 2507(2)- (a) (b) (c) (d) (e) 2507(3)- 2507(4) 2507(5) 2510 2511(1) 2511(2) 2512 2513(1) 2513(2) 2514
Warrants
1123(3)(a) 2102(1) 2102(2)-
Notes-
1 Please refer to the applicable rule for all details of the documentary requirement where applicable
CF049G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 IG - 4
2 Adequate explanation must be given where the relevant rule or documentary requirement is not applicable to the Company
Signed by (for and on behalf of the Sponsor(s))
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM
IH Basic requirements for contents of Prospectus
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
Appendix 1A to GEM Listing Rules (all issuers)-
1
2
3
4
5
6
7(1)
7(2)
7(3)
7(4)
7(5)
7(6)
7(7)
7(8)
7(9)
8(1)
8(2)
9(1)
9(2)
9(3)
10
11
12
13
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 2
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
13A
14(1)
14(2)
14(3)
14(4)
15(1)
15(2)
15(3)-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
16
17
18(1)
18(2)
18(3)
18(4)
18(5)
18(6)
18(7)
18(8)
19(1)
19(2)
20(1)
20(2)
21
22
23(1)
23(2)
24
25(1)
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 3
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
25(2)
25(3)
26(1)
26(2)
27
27A
28(1)(a)
28(1)(b)-
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
28(2)
28(3)
28(4)
28(5)
28(6)
28(7)
28(8)
29(1)
29(2)
30
31(1)
31(2)
32(1)
32(2)
32(3)
32(4)
32(5)(a)
32(5)(b)
33(1)
33(2)-
(a)
(b)
(c)
(d)
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 4
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
(e)
(f)
(g)
33(3)-
(a)
(b)
(c)
(d)
(e)
33(4)-
(a)
(b)
(c)
(d)
(e)
(e)(ii)
(e)(iii)
(e)(iv)
33(5)
34(1)
34(2)
35
36
37
38
40
41
42(1)(a)
42(1)(b)
42(1)(c)
42(2)
43
44
45(1)(a)
45(1)(b)
45(1)(c)
45(2)(a)
45(2)(b)
45(3)
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 5
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
45(4)
45A(1)(a)
45A(1)(b)
45A(1)(c)
45A(2)(a)
45A(2)(b)
45B(1)(a)
45B(1)(b)
45B(2)(a)
45B(2)(b)
45C
46(1)
46(2)
46(3)
46(4)
47(1)(a)
47(1)(b)
47(2)
48
49(1)(a)
49(1)(b)
49(1)(c)
49(2)(a)
49(2)(b)
50
50A
51
52(1)
52(2)
52(3)
52(4)
52(5)
53
54
55
56
PRC incorporated issuers only-
57(1)
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 6
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
57(2)
57(3)
57(4)
57(5)
57(6)
57(7)
58(1)
58(2)
58(3)
58(4)
59
60
61
62
63
64
65
66
67(a)
67(b)
67(c)
67(d)
67(e)
67(f)
68(a)
68(b)
68(c)
68(d)
68(e)
68(f)
Third Schedule to Companies Ordinance (Hong Kong or overseas incorporated issuers)-
1
2
3
4
5
6
7
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 7
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
42
43
46
Companies Ordinance (Hong Kong incorporated issuers)-
s37
s38
s38C
s38D
Companies Ordinance (overseas incorporated issuers)-
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 8
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
s342
s342B
s342C
GEM Listing Rules (all issuers)-
1404
1405
1408(7)(a)
1408(7)(b)
1415
1416
1417
1418
1419(1)(a)
1419(1)(b)
1419(2)
1419(3)
1419(4)
1420
1421
1422
1423
1429
1430
GEM Listing Rules (overseas incorporated issuers)-
2408(1)
2408(2)
2409(1)
2409(2)
2409(3)
2409(4)
2409(5)(a)
2409(5)(b)
2409(5)(c)
2409(5)(d)-
(i)
(ii)
(iii)
CF050G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IH - 9
Provision Complied with Comment (where applicable) Page No
1
Yes No NA
2409(5)(e)
2409(6)
2409(7)
GEM Listing Rules (PRC incorporated issuers)-
2520(1)
2520(2)
2520(3)
2520(4)
2537
2538
2539
GEM Listing Rules (warrants)-
2103(1)
2103(2)
2103(3)
2103(4)
2103(5)
2103(6)
2103(7)
2103(8)
Note-
1 Where applicable please specify the page no with relevant disclosure in the Prospectus
Signed by
(Legal advisers)
Signed by
(for and on behalf of the Sponsor(s))
CF051G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 II - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM
II Offering mechanism
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Rule Yes No NA
Comment (where applicable) Page No 1
Guidelines for placing of equity securities
1012- (1) (2) (3) (5) (6) (7)
Basis of allocation over-allocation and over-allotment2
1133 1301 1302(1) 1302(2) Note 3 Note 4 Note 5
Flexibility in adjusting the price size and timing of an offer during the subscription period and underwriting
1124 1134 1135(1) 1135(2) Note 6
CF051G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 II - 2
Complied with Rule Yes No NA
Comment (where applicable) Page No 1
Note 7 Note 8 Note 9 Note 10
Announcement of indication of interest in placing
1012(4) (a) (b) (c) Note 11
Allotment results announcement
1613 1614 1616 Note 12a Note 12b Note 12c Note 12d
Notes-
1 Please specify the page no with relevant disclosure in the Prospectus
2 Under the Companies Ordinance shares may not be allotted pursuant to a Prospectus more than 30 days after the date of the Prospectus
3 Stabilization is only permitted where the total value of the offer (before exercise of the over-allotment option) is at least HK$100 million
(a) Accordingly where the total value of the offer is less than HK$100 million there should be no mention of stabilization (including mention of over-allocation and purchase from the secondary market) in the Prospectus and there should not be any over-allotment option
(b) Where the total value of the offer is at least HK$100 million and stabilization action is proposed the Prospectus must_
(i) contain ldquoadequate disclosurerdquo for the purpose of the Securities and Futures (Price Stabilizing) Rules Note (f) to Schedule 1 to the Securities and Futures (Price Stabilizing) Rules set out wording which would constitute ldquoadequate disclosurerdquo and
(ii) state that purchases in the market to cover over-allocation will be at prices that do not exceed the issue price
4 Where there is an over-allotment option the Prospectus must distinguish between over-allocation and over-allotment
CF051G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 II - 3
5 The Prospectus must set out the basis on which shares will be allocated in both the placing tranche and subscription tranche
6 Where the price quoted is a range the Prospectus may state that the price is not expected to be below the range provided that there is an explicit warning on the front cover that the issue price may be below the range
7 Where the price of the shares is subject to determination at the Price Determination Date the date must be fixed and quoted on the front cover or the expected Price Determination Date must be quoted If the Price Determination Date is not fixed there must be a last date for the price to be determined this last date must allow sufficient time for the shares to be allocated the results of the allocation to be published and the refund cheques posted in line with the timetable A deadline of the Price Determination Date is required and such deadline must not be later than the day on which the results announcement is published and must be stated on the front cover of the Prospectus
8 The public should be told of the date on which if no agreement is reached as to the Issue Price the offer will lapse This date should be the same date as the last date for the Price Determination Date
9 Where the offer is subject to the Company and underwriter agreeing a price each and every reference in the Prospectus to the offer being fully underwritten must include the caveat that this is subject to the Company and underwriter agreeing the price
10 Where the Prospectus discloses a price range but the underwriters reserve the right to price below the range the Prospectus must set out the circumstances that will apply before the shares can be priced below the range quoted in the Prospectus
11 The expected timetable must state when the levels of indication of interest in the placing will be published
(a) An announcement must be made no later than the last day before the offer closes of new price range
(b) The shares must be priced within the new range (if one has been announced) or within the old range (if no new range has been announced) and
(c) The Prospectus must state if applications made before an announcement of a change in price range will or will not be allowed to withdraw
12 The announcement must-
(a) disclose the exact number of shares subscribed by the underwriter(s) before the subscription has closed where applicable
(b) disclose the exact number of shares taken up by the underwriter(s) after the subscription has closed where applicable
(c) disclose the ID or BR nos and application results of all successful applicants only where there is insufficient time for the posting of share certificates to the successful applicants prior to the commencement of dealings in the securities and
(d) disclose the ID or BR nos and application results of all successful direct investor participants in CCASS
Signed by (for and on behalf of the Sponsor(s))
Mar 2012
IJ - 1
CF052G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) ndash GEM IJ Property valuation
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Rule Complied with Comment (where applicable) Page No
1
Yes No NA
General
801B(1)
(a)
(b) Refer to Appendix 19
801B(2)
(a)
(b)
801B(3)
801B(4) Refer to 836
805(1) -
(a)
(b)
(c)
(d)
(e)(i)
(e)(ii)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
CF052G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IJ - 2
Rule Complied with Comment (where applicable) Page No1
Yes No NA
(n)
(o)
(p)
(q)
(r)
(s)
(t)
805(2) -
(a)
(b)
(c)
805(3) -
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
805(4) -
(a)
(b)
(c)
805(5) -
(a)
(b)
(c)
(d)
805(6)
805(7)
805(8)
805(9)
CF052G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IJ - 3
Rule Complied with Comment (where applicable) Page No1
Yes No NA
809
812
813(1)
813(2)
814
815
818
819(1)
819(2)
819(3)
819(4)
819(5)
Contents of valuation report
820
821(1)
821(2)
821(3) -
(a)
(b)
(c)
(d)
(e)
(f)
821(4)
822
823
824(1)
824(2)
824(3)
824(4)
825
826
829
CF052G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IJ - 4
Rule Complied with Comment (where applicable) Page No1
Yes No NA
830
831(1)
831(2)
832(1)
832(2)
833
834
835
Other
document
PRC legal
opinion on the
title certificates
of PRC
properties
which is the
subject matter
of the
Companyrsquos
valuation report
A summary of
any defects in
the title and any
matter relating
to the title of
any property of
the Group
which is the
subject matter
of a valuation
report
CF052G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Mar 2012
IJ - 5
Note
1 Please specify the page no with relevant disclosure in the Prospectus
Signed by
(Property valuers)
Signed by
(for and on behalf of the Sponsor(s))
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IK - 1
CF053G
NEW LISTING APPLICATION (EQUITY) - GEM IK Share option scheme
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Comment (where applicable) Rule
Yes No NA
Page No 1
2302
(1)(a)
(1)(b)
(2)(a)
(2)(b)
(2)(c)
(2)(d)
(3)
(4)
2303
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IK - 2
CF053G
Complied with Comment (where applicable) Rule
Yes No NA
Page No 1
(15)
(16)
(17)
(18)
2304
Pre-IPO Share Option scheme
Disclosure in the prospectus
Terms of the scheme2 3 4
Name of the grantee
Details relating to options granted
Residential address
Grantees relationship with the listing applicant
No of outstanding options granted to each grantee
Reason basis for the grant of options
Exercise price
Basis of determination of exercise price
Total no of outstanding options granted
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IK - 3
CF053G
Complied with Comment (where applicable) Rule
Yes No NA
Page No 1
Potential dilution effect
Impact on earnings per share
Impact on net asset value per share
Notes
1 Please specify the page no with relevant disclosure in the Prospectus
2 Pursuant to Rule 2302(1)(b) where the terms of the Pre-IPO share option scheme do not comply with the provisions under Chapter 23 of the GEM Listing Rules options granted before listing may continue to be valid after listing (subject to the Exchange granting approval for listing of the new securities to be issued upon exercise of the options) but no further options may be granted under the scheme after the listing Such fact must be disclosed in the Prospectus
3 In cases where the Pre-IPO share options have dilution effects andor involve preferential pricing the Company should consider prominent disclosure in the ldquoRisk Factorsrdquo section of the Prospectus details of the Pre-IPO share option granted
4 Where options granted under the Pre-IPO share option scheme or any other share option scheme the listing applicant must ensure that the exercise of the options will comply with other provisions of the GEM Listing Rules and provide appropriate undertakings
Signed by (Legal advisers)
Signed by (for and on behalf of the Sponsor(s))
CF054G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IL - 1
NEW LISTING APPLICATION (EQUITY) - GEM
IL Accountants report
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Rule Yes No NA
Comment (where applicable)
Page No1
702 703- (1) (2) (3)(a) (3)(b) (4)(a) (4)(b) (4A) (4B) (4C) (5) (6) (7) (8) (9) (10) 704- (1)(a) (1)(b) (1)(c) (1)(d) (1)(e) (1)(f)
CF054G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IL - 2
Complied with Rule Yes No NA
Comment (where applicable)
Page No1
(1)(g) (1)(h) (1)(i) (1)(j) (1)(k) (1)(l) (2)(a) (2)(b) (2)(c) (2)(d) (2)(e) (2)(f) (2)(g) (2)(h) (3) (4) 708- (1)(a) (1)(b) (2) (3) (4) (5) 709 711 712 713 - (1) (2) 714 715 716 717 718 719 720 721 722 724
CF054G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IL - 3
Complied with Rule Yes No NA
Comment (where applicable)
Page No1
725 730 731(1) 731(2) - (a) (b) (c) 731(3) - (a) (b) 731(4) - (a) (b) (c) 731(5) - (a) (b) (c) (d) 731(6) - (a) (b) (c) (d) 731(7) - (a) (b) (c) 731(8) 1110 1111
CF054G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IL - 4
Note-
1 Please specify the page no with relevant disclosure in the Prospectus
Signed by (Reporting accountants)
Signed by (for and on behalf of the Sponsor(s))
CF057G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IN - 1
NEW LISTING APPLICATION (EQUITY) - GEM
IN Articles of association
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Rule Yes No NA
Comment (where applicable) Page No 1
General
App 3- 1(1) 1(2) 1(3) 1(4) 2(1) 2(2) 3(1) 3(2) 4(1) 4(2) 4(3) 4(4) 4(5) 5 6(1) 6(2) 2 7(1) 7(2) 2 7(3) 8(1) 8(2) 9 10(1)
CF057G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IN - 2
Complied with Rule Yes No NA
Comment (where applicable) Page No 1
10(2) 11(1) 2 11(2) 2 12 13(1) 13(2)(a) 13(2)(b) 14
Bermuda incorporated issuers only
App 11A- 1 2(1) 2(2) 3 4(1) 4(2) 5 6
Cayman Islands incorporated issuers only
App 11B- 1 2(1) 2(2) 2(3) 3(1) 3(2) 3(3) 4(1) 4(2) 5(1) 5(2) 5(3) 5(4) 6
PRC incorporated issuers only
CF057G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2004 IN - 3
Complied with Rule Yes No NA
Comment (where applicable) Page No 1
App 11C- 1(a) 1(b) 1(c) 1(d)(i) 1(d)(ii) 1(e)(i) 1(e)(ii) 1(e)(iii) 1(e)(iv) 1(f)(i) 1(f)(ii) Other document(s)
Please specify
Note-
1 Please specify the page no with relevant disclosure in the Prospectus
2 Not applicable to a PRC incorporated issuer (Note 4 to Appendix 3)
Signed by (Legal advisers)
Signed by (for and on behalf of the Sponsor(s))
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 1
NEW LISTING APPLICATION (EQUITY) - GEM IO Supplementary checklist of provisions to be included in Articles of Association of
PRC incorporated issuers Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Comment (where applicable) Mandatory
Provision Corresponding Article No Yes No NA
Page No1
Chapter 1
1
2
3
4
5
6
7
8
Chapter 2
9
10
Chapter 3
11
12
13
14
15
16
17
18
19
20
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 2
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
21
Chapter 4
22
23
24
25
26
27
28
Chapter 5
29
30
31
Chapter 6
32
33
34
35
36
37
38
39
40
41
42
43
Chapter 7
44
45
46
47
48
Chapter 8
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 3
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
Chapter 9
78
79
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 4
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
80
81
82
83
84
85
Chapter 10
86
87
88
89
90
91
92
93
94
95
Chapter 11
96
97
98
Chapter 12
99
100
101
102
Chapter 13
103
104
105
106
107
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 5
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
108
109
110
111
Chapter 14
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
Chapter 15
130
131
132
133
134
135
136
137
138
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 6
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
139
140
Chapter 16
141
142
143
144
145
146
147
148
Chapter 17
149
150
151
152
Chapter 18
153
154
155
156
157
158
159
160
Chapter 19
161
162
Chapter 20
163
Chapter 21
164
165
CF058G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IO - 7
Complied with Comment (where applicable) Mandatory Provision
Corresponding Article No Yes No NA
Page No1
166
Note 1 Please specify the page no with relevant disclosure in the Prospectus Signed by
(Legal adviser) Signed by
(for and on behalf of the Sponsor(s))
CF062G
Appendix 10
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 IP -1
NEW LISTING APPLICATION (EQUITY) - GEM IP Definitive documents of title
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Complied with Comment (where applicable) Rule Yes No NA
Page No1
App 2B
1
2
3(1)
3(2)
3(3)
3(4)
4
5(1)
5(2)
5(3)
6
7
PRC incorporated issuers only
2539
Note
1 Please specify the page no with relevant disclosure in the Prospectus
Signed by
(for and on behalf of the Sponsor(s))
CF061G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2012
IR - 1
NEW LISTING APPLICATION (EQUITY) - GEM
IR Summary of key financial ratios during the Track Record Period with
explanation for fluctuation
Name of Company
Name of Sponsor(s)
Date submitted
Financial Ratios
Formulae
For the year ended
For the [ ] months ended
Forecast estimate for the year ending
[ ] [ ] [ ] [ ] [ ]
A Profitability ratios-
1 Growth
a Turnover growth
b Net profit growth
2 Profit margins
a Gross margin
b Net profit margin before interest amp tax
c Net profit margin
3 Return on equity
a Return on equity
b Return on total assets
a Gross profit Sales x 100
b Net profit before interest amp taxes Sales x 100
c Net profit after taxes Sales x 100
a Net profit Shareholders equity x 100
b Net profit Total assets x 100
CF061G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2012
IR - 2
Financial Ratios
Formulae
For the year ended
For the [ ] months ended
Forecast estimate for the year ending
[ ] [ ] [ ] [ ] [ ]
B Liquidity ratios-
1 Liquidity ratios
a Current ratio
b Quick ratio
2 Turnover ratios
a Stock turnover days
b Debtors turnover days (collection period)
c Creditors turnover days (average payment period)
a Current assets Current liabilities
b Current assets ndash Stock Current liabilities
a Stock Sales x 365 days (or the period generating the sales)
b Debtor Sales x 365 days
c Trade creditors Sales x 365 days
C Capital adequacy ratio-
1 Gearing ratio 1
2 Debt to net worth ratio
1
a Debt to equity ratio
b Interest coverage
Total debt Total equity x 100
a Net debt 2 Total
equity x 100
b Profit before interest and tax interest
D Explanation for fluctuation-
1
2
3
Notes-
1 Debts are defined to include payables incurred not in the ordinary course of business
2 Net debts are defined to include all borrowings net of cash and cash equivalents
CF061G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2012
IR - 3
Signed by
(for and on behalf of the Sponsor(s))
DU001G
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 IS - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM IS Confirmation and undertaking with regard to Biographical
Information of Directors and Supervisors
A new listing applicant whose listing document is issued on or after 1 January 2009 must submit to the Exchange a written confirmation and undertaking in the sample form attached duly signed by each directorsupervisor and proposed directorproposed supervisor
DU001G
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 IS - 2
NEW LISTING APPLICATION (EQUITY) ndash GEM IS Confirmation and undertaking with regard to Biographical
Information of Directors and Supervisors
[date]
By fax (2295 0198) and by mail
To Hong Kong Exchanges and Clearing Limited (ldquoHKExrdquo) The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo)
11th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong Dear Sirs Confirmation and Undertaking Pursuant to GEM Listing Rule 1223(2a) I the undersigned as the [director proposed director supervisor proposed supervisor] of [name of the new listing applicant] hereby
(a) confirm that the [ ] proof of listing document dated [date] contains all information about my biographical details as required under GEM Listing Rule 1750(2) and that those details are true accurate and complete
(b) undertake that where before dealings of securities of [name of the new listing applicant] commence there are any changes in my biographical details as referred to in (a) of this written confirmation and undertaking above to inform the Exchange as soon as practicable of such changes and
(c) undertake to lodge with the Exchange in accordance with GEM Listing Rule 1226(9) a duly signed declaration undertaking and declaration in the form set out in Form [A B C] in Appendix 6 of the GEM Listing Rules
Yours faithfully _____________________________ [Name of Director Supervisor] Please delete as appropriate
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM
IT Standard Comments To be addressed when replying to our first
comment letter
Name of Company
Name of Sponsor(s)
Date submitted
Proof no of Prospectus
Please address the standard comments below when you reply to our first comment letter Your reply to standard comment 11 should be shown as ldquoSC11rdquo
We will update the standard comments from time to time Please check the posting dates of the standard comments in the third column of this document to ensure that all standard comments posted from time to time are addressed
SC1
Eligibility Impact
Last
Updated
11 On 13 October 2010 the Listing Committee announced the
Interim Guidance on Pre-IPO Investments (the ldquoInterim
Guidancerdquo) available at
httpwwwhkexcomhkengnewsconsulhkexnews201010101
3newshtm
If there is any pre-IPO investment in the Company which will result
in the pre-IPO investors obtaining the Companyrsquos shares not at IPO
price please disclose
(a) in table format details of the pre-IPO investments including
the name of each Pre-IPO Investor date of investment
amount of considerations paid payment date of the
consideration cost per Share paid by each Pre-IPO Investor
and the respective discount to the IPO price use of proceeds
from the pre-IPO investment shareholding in the Company
held by each Pre-IPO Investor upon listing etc
(b) the beneficial owner and background of each of the pre-IPO
investors and their relationship with the Group and or any
connected persons of the Company
20 May 11 Pre-IPO
Investments
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 2
(c) basis of determining the consideration paid by each pre-IPO
investor
(d) details of any special rights granted to the pre-IPO investors
and whether all special rights will be discontinued upon the
Companyrsquos listing If not how the Company could comply
with GEM Rule 206(4) and the principles in Listing
Decision HKEx-LD36-1 HKEx-LD-55 series and
HKEx-LD59 series
(e) whether the shares held by each pre-IPO investor will be
subject to any lock-up after listing and with basis whether
the shares held by the pre-IPO investors are considered as
part of the public float for the purposes of GEM Rule 1123
(f) if the pre-IPO investment is in the form of share-based
payments
(i) the accounting treatment of the pre-IPO investments
(ii) the basis of the reporting accountantsrsquo view on the
accounting treatment and
(iii) a risk factor if applicable on the future impact on the
Companyrsquos profit and loss
(g) the sponsorrsquos confirmation with basis that the pre-IPO
investments are in compliance with the Interim
Guidance and
(h) if the pre-IPO investments are considered to be not in
compliance with the Interim Guidance what actions will the
Company take to rectify the situation for example
(i) deferring the listing date and
(ii) whether shares offered to these pre-IPO investors
will be amended to terms similar to those to
cornerstone investors eg the subscription price
must be at the IPO price and no special rights are
given to the investor by reason of his shareholding in
the Company
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 3
12 A listing applicant and or its Directors senior management may fail
to comply with certain rules and regulations relating to the
applicantrsquos business operations If the non-compliance incidents are
matters of a serious nature (for example involving fraud or deceit by
Directors or senior management and or matters with significant
financial impacts on the applicant) this can translate into an issue of
suitability of the Directors and or suitability for listing of the
applicant Where it is considered that the material non-compliance
incidents can be resolved by way of disclosure we expect at least the
following to be disclosed in the listing document
(i) in tabular format in the ldquoBusinessrdquo section full details of the
non-compliance incidents including reason(s) for the
non-compliance the legal consequences and financial
impacts including potential maximum penalties and other
financial losses or savings (with support of legal opinion if
applicable) whether provision has been made in the
applicantrsquos financial statements and if not reasons for not
making provision the identity and position of the Directors
senior management involved in the non-compliance
incidents rectification actions taken to be taken the latest
status and measures to prevent any future breaches and
ensure on-going compliance
(ii) if feasible confirmations from appropriate competent
authorities or government bodies on whether the penalties or
other actions will be imposed on the applicant and
corresponding risk factors and legal opinions confirming the
competence of authorities or government bodies issuing the
confirmations
(iii) where deficiencies in internal controls led to the
non-compliance incidents how and when these deficiencies
were rectified where external consultants are appointed to
review and give advice on the applicantrsquos internal controls
the identity qualification and experience of the external
consultants their scope of work key findings and
recommendations implementation progress and status of the
consultantsrsquo recommendations and the results
(iv) the identity and position of the Director or senior
management who is responsible for the proper
implementation of the internal control measures who this
person reports to his her relevant experience and
qualification the views of the Directors and the sponsor(s)
with basis on whether the applicantrsquos enhanced internal
control measures are adequate and effective under GEM
4 Sep 12 Non-
compliance
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 4
Rule 6A15(5)
(v) where the Exchange accepts that certain non-compliance
incidents cannot rectified before listing and that they will be
rectified within a short period after listing a statement that
the applicant will disclose the progress of rectification in the
interim annual reports and detailed explanation for any
delay in rectification and
(vi) the views of the sponsor(s) and the Board of Directors
having considered the facts and circumstances leading to the
non-compliance incidents and or internal control
deficiencies on the suitability of the Directors under GEM
Rules 501 502 and 1107 and the applicantrsquos suitability for
listing under GEM Rule 1106
Depending on the facts and circumstances of each applicant and the
seriousness of the non-compliance incidents the Exchange may
request a demonstration period of compliance from the cessation of
the incident to substantiate that the rectification measures and
enhanced internal control measures adopted are effective and there
is no financial impact on the applicant The demonstration period
should be an audited period
If the non-compliance incidents are matters of material nature they
should also be highlighted in the ldquoSummary and Highlightsrdquo section
of the applicantrsquos listing document
SC2
Business
21 GEM Rule 1756 requires that (i) information contained in the listing
document must be clearly presented and in the plain language format
specified or recommended by the Exchange andor the SFC from
time to time and (ii) the information contained in the document
must be accurate and complete in all material respects and not be
misleading or deceptive In addition GEM Rule 1408(7) sets out an
overriding general duty of disclosure for the content of a listing
document
The Company should refer to HKEx Guidance Letter
HKEx-GL27-12 when preparing the ldquoSummary and Highlightsrdquo
section of the listing document
8 Mar 12 Summary
section
22 Current conditions in the world including significant declines in
stock market values fluctuations in exchange rates the availability
5 Jul 12 Impact of
recent economic
conditions
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 5
of credit in global lending markets corporate failures and a general
deterioration in economic confidence political unrest etc may
potentially have an adverse impact on the operations financial
performance expectations of financial performance or financial
condition of the Company and its subsidiaries and other
operations Accordingly please address
(a) whether and the extent to which (if possible quantify) the
Companyrsquos assets operations business profits cashflow
have been affected as a result including but not limited to
impairment losses to assets properties the potential
withdrawal of any banking facilities early payment of
outstanding loans required by banks requests by banks to
increase the amount of collateral for secured borrowings
cancellation of orders bankruptcy or default on the part of any
customers andor suppliers etc
(b) whether there is any need to update the current disclosure and
financials in the listing document including but not limited to
the ldquoSummaryrdquo ldquoRisk Factorsrdquo ldquoBusinessrdquo ldquoFinancial
Informationrdquo sections and the Accountantsrsquo Report etc given
your response to (a)
(c) where the Company has made investments in the form of
securities in other companies or investments in the form of
financial instruments further to your response to (b) whether
there is any need to make any specific disclosure on the value
of the Companyrsquos investments in the form of securities in other
companies or investments in the form of financial instruments
which has been affected as a result
(d) given the high volatility in the prices of raw materials and
commodities recently whether information relating to market
prices market trends and other relevant statistics as currently
disclosed in the listing document (eg the ldquoIndustry Overviewrdquo
and ldquoBusinessrdquo sections) is sufficiently up-to-date to enable
investors to appraise the Companyrsquos latest exposure to such
volatility and the consequential risk(s) involved
(e) what are the sponsorsrsquo views on the Companyrsquos compliance
with GEM Rule 1222(13) given your response to (a) and
(f) whether there is any other matter in this connection which
needs to be brought to our attention
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 6
Please also include in the listing document commentary on any
material developments occurring after the track record period and
whether and how the Companyrsquos business has been affected as a
result and a negative confirmation from the directors that there is no
material adverse change up to the date of the listing document
23 If the Companyrsquos business includes property development in the
PRC please address this comment
The PRC laws and regulations contain restrictions regarding
construction plans and development timeframe for land granted to
property developers The Notice on Promoting Economization of
Land Use issued by the State Council on 3 January 2008 further
states the PRC Governmentrsquos strict enforcement policy regarding
forfeiture of idle land rule In particular an idle land fee equivalent
to 20 of the land premium will be imposed if the construction is
not commenced within one year and the land may be subject to
forfeiture if construction is not commenced within two years of
entering into the land grant contract Even if the commencement of
the land development complies with the land grant contract the land
will also be classified as idle land if the developed gross floor area is
less than one-third of the total gross floor area of the project or the
expenditure is less than 25 of total investment or suspension of
development without government approval is more than one year
There are also recent press articles reporting that the PRC
government has tightened the enforcement of the relevant
regulations to property developers on forfeiture of idle land and land
grant deposits resulting in some companies forfeiting their land and
land grant deposits
Given the above and in respect of the Companyrsquos land reserves
please disclose the following information in an appropriate section
of the listing document
(a) whether there is any impact to the Company given the
tightened enforcement measures on property developers
relating to regulations on forfeiture of idle land andor land
grant deposits
(b) whether the Company has failed to comply with relevant PRC
laws and regulations relating to the above including breach of
agreed development plans payment obligations construction
12 Oct 09 Possible
forfeiture of
land and
land deposits
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 7
timeframe or other terms under the land grant contracts which
may lead to risks of forfeiture of idle land land grant deposits
or other penalty
(c) the quantitative impact to the Company in relation to (a) and
(b) above where material and
(d) whether there is any other matter which needs to be brought to
our attention
24 If the Companyrsquos assets operations businesses are located in areas
potentially affected by recent natural disasters please address
(a) whether and the extent to which (if possible quantify) the
Companyrsquos assets operations businesses have been affected
as a result of the natural disaster including but not limited to
any loss of lives or injury destruction of assets or impact on
supply of raw materials operation of production process
sales of products etc
(b) whether there is any need to update the current disclosure in
the listing document including but not limited to the
ldquoSummaryrdquo ldquoRisk Factorsrdquo and ldquoBusinessrdquo sections and the
Technical Review Report etc given your response to (a)
(c) whether and the extent to which (if possible quantify) the
Company is or will be subject to any potential claims from
employees suppliers customers etc as a result of any loss of
lives or injury breach of contract etc and whether and the
extent to which (if possible quantify) such claims are or will be
covered by insurance and
(d) whether there is any other matter which needs to be brought to
our attention
7 Nov 11 Companies
Affected by
Natural
Disasters
25 If the Companyrsquos business involves distributorship franchising or
consignment please refer to HKEx Guidance Letter HKEx-GL36-1
for guidance on general disclosure in listing documents
20 May 11 Risk and
disclosure of
distributorship
26 Paragraph 28(1)(b) Appendix 1a to the GEM Rules requires the
listing document to disclose the percentage of turnover attributable
to the largest customer Similar disclosure is required of the
percentage of purchases attributable to the largest supplier
28 Oct 11 Percentage of
the largest
customer
supplier
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 8
When disclosing the respective percentages it must be clear whether
the percentages relate to the whole track record period or only to a
particular period
27 Please see Annexure I for disclosure relating to framework
agreements
28 Oct 11 Framework
agreements
28 In respect of any properties with defective titles please disclose
(i) the reason(s) for the non-compliance the usage of the
defective properties and the amount of maximum potential
liabilities to the Company (in monetary terms)
(ii) the Directorsrsquo view with basis on whether the properties
with defective titles are individually or collectively crucial to
the Companyrsquos operation
(iii) the estimated time and cost for relocation andor
demolishment with basis and how the possible relocation
andor demolishment would affect the Companyrsquos business
and financial position and
(iv) the remedial actions taken or to be taken by the Company
whether there are any legal impediments to obtain the
outstanding certificatespermits and when the Company
expects to obtain them
Please refer to our guidance available on our website at
httpwwwhkexcomhkengrulesreglistruleslistguidDocuments
gl19-10pdf
5 Jul 12 Defective
title
29 For disclosure of any transfer of equity interests in the ldquoHistoryrdquo
section please ensure only material transfers are included and for
such transfers disclose
(i) the amount and basis of consideration
(ii) whether each of the transfers was properly and legally
completed and settled
(iii) the transferor transfereersquos relationship with the Company its
shareholders or connected persons or the fact that they are
independent third parties and
(iv) the date of completion of the No 75 Notice registration if
applicable
5 Jul 12 History
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 9
SC3
Financials
31 The Listing Rules require new applicants to include in the listing
document among other information a statement of sufficiency of
working capital Paragraph 32 of Appendix 1A to the GEM Rules
further requires the inclusion in a listing document certain
information regarding a new applicantrsquos indebtedness liquidity
financial resources and capital structure (the ldquoLiquidity
Disclosurerdquo)
Your Liquidity Disclosure should be in accordance with the
Guidance Letter dated 15 June 2012 available at HKEx Website at-
httpwwwhkexcomhkengrulesreglistruleslistguidDocuments
gl37-12pdf
5 Jul 12 Liquidity
disclosure
App 1A
para 32
32 Please provide for our record a breakdown of expenses relating to
the offering charged by the respective parties eg lawyers financial
advisers reporting accountants underwriters valuers etc the
nature of services provided and the respective amounts involved
30 Jul 10 Listing
expenses
33 (a) Please provide in the financial information section the listing
expenses incurred but not reflected in the track record period
and any further cost to be incurred Where material please
include an appropriate statement in the prospectus on the
potential impact in the Companyrsquos next published profits and
loss statement
(b) Other than those listing expenses which can be directly
attributable to the issue of new shares and are required to be
charged against equity under relevant accounting standards all
other listing expenses relating to services already performed
should be charged to the income statement of the Company
Only listing expenses related to services yet to be rendered can
be treated as prepayments
4 Sep 12 Listing
expenses
34 On 26 November 2010 the HKICPA issued HK Interpretation 5
ldquoPresentation of Financial Statements ndash Classification by the
Borrower of a Term Loan that Contain a Repayment on Demand
Clauserdquo (ldquoInterpretation 5rdquo) It mainly concerns bank term loans
3 Dec 10 HK Interpretation
5 issued by
HKICPA
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 10
that contain a repayment on demand clause In substance the
interpretation means that these term loans which may have been
classified as non-current liabilities in the past will be required to be
classified as current liabilities This re-classification might lead to a
breach of the terms of the borrowings in specific cases
Interpretation 5 had immediate effect If a change in classification is
required it should be accounted for retrospectively in accordance
with HKAS
In light of Interpretation 5 sponsors are required to make due
enquiries with the Company to
(a) assess the impact of Interpretation 5 on the Companyrsquos financial
position or the terms of its borrowings and confirm to us
whether in the opinion of the sponsors the Company is still
suitable for listing and
(b) consider whether any changes need to be made to the draft
prospectus listing document and your confirmation of working
capital sufficiency
35 For listing applicants with net current liabilities andor negative
operating cash flows for most of the track record period andor with
significant capital commitments andor high gearing ratios andor
significant reclassification of long-term debt to current debts as at
the latest yearperiod end please disclose in the listing document
(i) the basis with specific reference to the applicantrsquos facts and
circumstances upon which the directors form the view that
the listing applicant can meet the working capital
requirements for at least the next 12 months from the date of
the listing document under paragraph 36 of Appendix 1A to
the GEM Rules and with basis whether the sponsor(s) and
the reporting accountants concur with the directorsrsquo view
This should include where material the relevant stress tests
on the key assumptions underlying the directorsrsquo view (eg
average selling prices major operating costs timing of
recognising revenue from projects availability of banking
facilities etc)
(ii) in the ldquoFinancial Informationrdquo section a detailed discussion
of the managementrsquos plans and expected source of funding
eg the availability of any undrawn banking facilities to
service the listing applicantrsquos indebtedness and capital
commitments and to meet other known and reasonably
8 Mar 12 Sufficiency of
Working Capital
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 11
foreseeable cash requirements
(iii) relevant details on the available facilities including but not
limited to whether these sources of funding are committed
facilities without guarantee from parties outside the group
(eg controlling shareholder) material restrictive covenants
on these facilities without breaching these restrictive
covenants based on its latest balance sheet position and
whether the recent global financial market volatility and
credit tightening in the place where the applicant operates
will affect its ability to obtain external financing going
forward
(iv) in the ldquoRisk Factorsrdquo section a risk factor on the listing
applicantrsquos net current liabilities andor negative operating
cash flow andor high gearing ratios during the track record
period and
(v) directorsrsquo confirmation as to whether the applicant had
material defaults in payment of trade and non-trade payables
and bank borrowings andor breaches of the finance
covenants (if any) during the track record period
Where any of the above information is material a summary of such
information should also be in the ldquoSummaryrdquo section
36 Where there are any post balance sheet events including share
subdivision share consolidation and declaration and payment of
dividend the sponsor and reporting accountants must ensure the
information in the listing document is complete and accurate by
confirming that proper adjustments and disclosure if necessary
have been made in the listing documents and the accountantsrsquo
reports including relevant financial indicators such as earnings per
share
18 Aug 11 Post Balance
Sheet Events
37 Please include in the ldquoFinancial Informationrdquo section of the
prospectus a summary of the key financial ratios (as in Checklist
CF061M) of the Company during the track record period and a
management discussion on the material fluctuations of these ratios
The information should be set out in table format for clarity
23 May 12 Disclosure of
financial
ratios in
table format
SC4
General Presentation
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 12
41 Please provide the date on which the Reporting Accountants were
formally engaged to prepare the accountantsrsquo report for the proposed
new listing If there was a prior professional relationship between
the Reporting Accountants or other members of their group and the
Company or another entity which may affect the independence of
the Reporting Accountants please also advise the nature and extent
of the relationship together with the relevant date
31 Mar 09 Reporting
Accountants
42 For issuer classification purposes HKEx tracks among other
things information regarding the location of an issuerrsquos
headquarter This information is often requested by the investing
public media potential issuers and government bodies (both
Hong Kong and others)
Please disclose to us andor in the ldquoCorporate Informationrdquo section
of the listing document under the heading ldquoheadquarterrdquo the place
where major business decisions of the Company are made
5 Jul 12 Classification
of issuers
43 Please disclose the relevant details of the compliance adviser in the
ldquoCorporate Informationrdquo section of the listing document Material
details of the contractual arrangements between the Company and
the compliance adviser should also be set forth under a separate
heading in an appropriate section of the listing document such as
ldquoDirectors Senior Management and Staffrdquo This information should
be included in the listing document prior to the hearing
5 Jul 12 Compliance
Adviser
GEM Rule 6A19
44 Please disclose in tabular format the name age appointment date
present position in the listing applicant and brief roles and
responsibilities of each Director and supervisor (if any) and
relationship among them (if any) in the front page of the ldquoDirectors
Senior Management and Staffrdquo section of the listing document
14 Sep 12 Summarised
information of
Directors and
Supervisors
45 For each Director and senior management please disclose in his
biography
(i) his academic background (eg level of education major of
studies) and professional qualification including when
(month and year) obtained and the granting authorities
(ii) his previous working experience relevant to his present
position in the listing applicant (preferably in tabular format
if information is excessive) including how he gained access
to and possessed relevant industry knowledge and
experience in relation to the applicantrsquos businesses the
names and principal business activities of companies which
14 Sep 12 Biographies of
Directors and
Senior
Management
App 1A
para 41
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 13
was previously engaged in before joining the applicant his
roles and responsibilities and period of services in the
previous jobs and
(iii) his current and past directorships in listed companies in the
last three years (or an appropriate negative statement)
46 Directorrsquos and senior managementrsquos biography in the listing
document usually contains the names of universities or colleges
which are accredited by accreditation bodies where those
universities or colleges are located
If an individualrsquos academic recognition is disclosed in a
prospectus we expect sponsors to
(a) check whether the accreditation bodies are authorised by
competent authorities to grant accreditations Otherwise
sponsors should advise the applicant to remove references to
the academic bodies from the listing document or to disclose
the fact that the accreditation bodies are not authorised to do
so and
(b) ascertain whether the courses attended were long distance
learning courses or online courses and if so specify it in the
listing document
14 Sep 12
Verification of
accreditation
of universities
App 1A
para 41
47 This standard comment is now replaced by Guidance Letter
HKEx-GL48-13 which provides guidance on disclosure in the
ldquoIndustry Overviewrdquo section
31 Jan
2013
Industry
Overview
Research
reports
quoted in listing
documents
48 Where statements on the Companyrsquos competitive strengths and
market position are included in the listing document please disclose
the basis on which the statements are substantiated with the support
of appropriate independent market or operational data
5 Jul 12 Market
position
49 Please disclose material information about the Companyrsquos
environment obligations both under law or other voluntarily adopted
measures In particular please disclose the following information in
an appropriate section of the listing document
(a) the annual cost of compliance with applicable rules and
regulations during the track record period and
(b) the expected cost of compliance going forward
12 Oct 09 Environmental
Obligations
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 14
410 This standard comment is now replaced by Guidance Letter
HKEx-GL54-13 which provides guidance on disclosure in the ldquoRisk
Factorsrdquo section
3 May 13 Risk
disclosure
411 All references to an ldquoindependent partyrdquo or ldquoindependent third
partyrdquo in the listing document must be with reference to the
connected persons definition under the Listing Rules
For example an independent (third) party means
ldquoan individual or a company who is not connected with (within the
meaning of the Listing Rules) any directors chief executive or
substantial shareholders of the applicant its subsidiaries or any of
their respective associatesrdquo
28 Oct 11 Independent
third party
412 For descriptions of companies and entities included in the
ldquoDefinitionsrdquo section please specify their date and place of
organisation current ownership structure and relationship with the
Company its shareholders or connected persons or the fact that they
are independent third parties
5 Jul 12 Definitions
Other
Please refer to Form IU for a list of administrative matters related to
the Companyrsquos listing application
5 Jul 12 Administrative
matters
SC001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
May 2013
IT - 15
Framework Agreements Annexure I
Applicants sometimes include long description of ldquoframework agreementsrdquo or ldquomaster
agreementsrdquo in their listing documents which may give an impression that they have
entered into a legally binding relationship with customers suppliers or business partners
However the risk factor section or other sections of the listing document disclose that these
agreements are not legally binding Such presentation is potentially misleading as it
requires the investors to read carefully into the legalistic disclaimer language in the risk
factor section or other sections of the listing document to fully appraise the nature of these
agreements
Sponsors are reminded to observe their obligations to ensure that the listing document
contains information that is accurate and complete in all material respects and does not omit
any material information
Suggested guideline on disclosure
1 The term ldquoagreementrdquo or ldquocontractrdquo is generally understood to mean that a legally
binding relationship has been established between the parties with regard to the
performance of certain conduct If this is not the case these terms should be avoided
so as not to confuse the readers with other terms like ldquomemorandum of
understandingrdquo ldquomemorandum of co-operationrdquo or ldquoletter of intentrdquo which are
generally understood to be non-legally binding between the parties
2 Where an agreement is entered between the parties there must be clear description of
the extent to which parties are bound (eg whether the agreement merely binds the
parties to further negotiate the salient terms of the agreement without promise of
agreeing on any terms or whether it creates commitments that one party may enforce
against the other party)
3 There should be consistent description of the agreements or contracts entered into by
the applicant and its business partners throughout the listing document
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM
IU Administrative Matters
We will update this list of administrative matters from time to time Please check the posting dates in the third column to ensure that all matters posted from time to time are noted
Administrative Matters
Last
Updated
1 To enable publication of listing-related documents through
HKEx-EPS the Company should register to use Exchangersquos
e-submission system (ldquoESSrdquo) as soon as possible Details of the
registration process are set out at wwwesubmissionhkexcomhk
Please contact our ESS hotline on 2840 3460 for any question on
ESS
31 Mar 09 Register for
e-Submission
System
2 The sponsor(s) should ensure that the prospectus complies with
the requirements of the Companies Ordinance As the final
version of the prospectus submitted for clearance may be different
from the earlier drafts the sponsor(s) should submit for bulk-print
clearance
(a) a revised New Listing (Equity) checklist Form IH and
(b) a written confirmation from a legal adviser that the
prospectus duly complies with the relevant Companies
Ordinance requirements
31 Mar 09 Prospectus
requirements
under
Companies
Ordinance
3 An issuer has to publish its annual results and send a copy of its
annual report and accounts or summary financial report to its
shareholders within the time prescribed in the Rule This applies
to a newly listed issuer whose listing takes place shortly after its
financial year-end The Company must ensure compliance with
the relevant rule requirements unless a waiver is granted
31 Mar 09 Publication of
first annual
reports
GEM Rules
1849 and
1803
4 Under Practice Note 10 of the Listing Rules unless the interim
results have been included in the prospectuses newly listed
issuers should
(a) prepare and publish interim results where the deadline for
publishing the results (ie two months after the interim
6 Oct 11 Publication of
Interim Report
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 2
period end) falls after the listing date and
(b) prepare and publish interim reports where the deadline for
publishing the reports (ie three months after the interim
period end) falls after the listing date
For example issuers with a December year end and listed on the
Exchange in September 2011 are required to prepare and publish
their interim reports for the six months ended 30 June 2011 if the
interim results have not been included in the prospectuses
5 Sponsors have obligations to oversee the IPO process including
waiver application As such waiver applications should be from
the sponsor rather than legal advisers
7 Nov 2011 Waiver
applications
6 On 5 November 2007 the Exchange and the SFC jointly
published a policy statement (ldquoJoint Policy Statementrdquo) (see
httpwwwhkexcomhknewshkexnews071105newshtm)
announcing the launch of a pilot scheme requiring a new listing
applicant including an applicant of real estate investment trusts
or other collective investment scheme to post an information
pack (ldquoWeb Proof Information Packrdquo or ldquoWPIPrdquo) in the nature
of a near-final draft prospectus on our website prior to the issue of
its prospectus
We have revised the WPIP submission procedures (ldquoRevised
Logistical Arrangementsrdquo) on 1 December 2011 Please see
httpwwwhkexcomhklistingprelistwpip_Logpdf
According to the Revised Logistical Arrangements the sponsor(s)
must have a valid registration for ESS and input the case number
for WPIP submission on behalf of the Company
5 Jul 12 WPIP-posting
requirement
7 To enhance viewing and downloading capabilities of listing
document information on the HKEx Website please submit the
electronic version of the listing document in the following format
(a) through HKEx-ESS in single-file format (with
bookmarks1 ) If the file size exceeds 20MB the Company
must submit a soft copy of the listing document on a CD
ROM by mailing to the address below or by physical
delivery to the Exchange
Listing Operations Department
31 Mar 09 Posting of
listing
document in
single-file
format and
multi-file
format on
HKEx
Website
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 3
Listing Division
Hong Kong Exchanges amp Clearing Limited
10th Floor
One International Finance Centre
One Harbour View Street
Central
Hong Kong
(b) through HKEx-ESS in multi-file format The size of each
separated file should not exceed 20MB
Note 1 See Appendix H of the User Manual Publication Related
Matters (ldquoESS User Manualrdquo) under the heading
ldquoCreating and Structuring bookmarks for PDF filesrdquo at
httpswwwesubmissionhkexcomhkpublicloginaspx
8 When interpreting the GEM Listing Rules we expect directors of
the Company and sponsor(s) when they decide to outsource the
process of reviewing the IPO application forms to a third party
service provider (say a licensed share registrar) to conduct
reasonable enquiries in relation to the service providerrsquos
background credentials experience and the appropriateness of
the scope of work performed in light of the codes of conduct
applicable to the service providerrsquos trade Furthermore where
circumstances of the Companyrsquos case warrant other
considerations to be taken directors and sponsors are expected to
negotiate with the service provider for appropriate criteria for
rejecting multiple or suspected multiple applications instead of
relying solely on the service providerrsquos standard practices Such
reliance would not exonerate directors or sponsors from their
responsibilities under GEM Rule 1321
The following measures are introduced to deter multiple or
suspected multiple applications
(a) The Federation of Share Registrars Limited announced in
March 2007 a ldquoBest Practice Note on Treatment of
MultipleSuspected Multiple Applicationsrdquo (the ldquoBest
Practice Noterdquo) In particular paragraph (3) of the Best
Practice Note provides for the modification of the rejection
criteria by agreement with the listing applicant and its
31 Mar 09 Measures
against
multiple
applications
GEM Rule
1321
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 4
sponsors Please consult your share registrar for further
particulars of this Best Practice Note and
(b) The SFC the Federation of Share Registrar Limited the
Hong Kong Monetary Authority and the Hong Kong
Association of Banks announced on 23 March 2007
measures regarding randomly masked identity numbers in
the refund cheques Please visit the SFC website for a full
copy of the press release at
httpwwwsfchksfcPressReleaseENsfcOpenDocServlet
docno=07PR39
9 To ensure efficient administration and publication of allotment
results
(a) please produce the electronic file of the allotment results
for publication on the HKEx Website in accordance with
the specifications as set out in Appendix F of the ESS User
Manual on pages 103 to 110
(b) where the Companyrsquos IPO proposes to raise HKD1500
million or more in the Hong Kong local offering please
include a ldquoSearch by Identity Cardrdquo function to facilitate
searching of IPO allotment results on the Companyrsquos own
website and
(c) please disclose in the allotment results announcement that
the results of allocations of offer shares are available on the
Stock Exchangersquos website at httpwwwhkexnewshk
18 Sep 09 Publication of
allotment
results
10 To expedite the IPO brokerage distribution process and enhance
the operational efficiency of Exchange Participants registrars and
the Exchange the GEM Listing Rules allow the issuer to pay the
IPO brokerage to Exchange Participantsrsquo bank accounts via
electronic transfer
We strongly encourage the Company to distribute IPO brokerage
to Exchange Participants via autopay for every successful IPO
application To effect the autopay arrangement the Company
should submit a written request (using the sample letter attached
as Annexure I) to Hong Kong Securities Clearing Company
Limited (ldquoHKSCCrdquo) for releasing information in relation to the
bank accounts of Exchange Participants in CCASS to it or its
31 Mar 09 Autopay of
IPO
brokerage
App 9
para6(2)amp(3)
of GEM
Rules
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 6
and mail
15 For listing applicants that are applying for a certificate of exemption
from the prospectus requirements of the Companies Ordinance
please submit the application and any subsequent revisions to both
the Exchange and the Securities amp Futures Commission For
guidance on application for exemptions from the Companies
Ordinance please refer to our guidance available on our website at
httpwwwhkexcomhkengrulesreglistruleslistguiddocument
sgl14-09pdf
5 Jul 12 Application for
exemption
from the
Companies
Ordinance
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 5
share registrar Please note that such a written request needs to be
received by HKSCC at least 3 business days before the IPO start
day (ie listing document date)
If you have any queries please contact Ms Jennifer Hui on 2211
6271 or Ms Veron Chan on 2211 6258 of HKSCC
11 To help reduce paper consumption if possible please print copies
of draft prospectus submissions and other documents including
PRC legal opinions on double-sided paper
12 Oct 09 Print
documents on
double-sided paper
12 To allow the Exchange sufficient time to prepare the application
for hearing the final proofs of the listing document prospectus
must be sent to us 3 clear business days (by 600 pm) before the
expected hearing date (ie by 600 pm on Monday for hearing on
the coming Thursday) There will be no hearing of the
application for the week if this requirement is not followed
3 Dec 10 Final proofs of
listing
document
prospectus
13 GEM Rule 1617(2)(b) requires the issuer to submit to the
Exchange for publication on its website a ldquoready-to-publish
electronic copy of each of the prospectus and any application
formsrdquo For compliance with this rule please submit an electronic
copy of each sample application form together with an electronic
copy of the prospectus
The use of sample application form is to avoid applicants from
using a downloaded electronic application form for subscription
purpose which may contain reproduction errors Please print a
ldquoSAMPLErdquo watermark (ie ghost text) or text to like effect on
each page of the electronic-application form
Please also refer to question 12 of Frequently Asked Questions
Series 13 at
httpwwwhkexcomhkengrulesreglistruleslistrulesfaqDocu
mentsFAQ_13pdf
21 Jan 11 Posting of
electronic copy
of each of the
prospectus and
application
form
14 We will send our comments (excluding principal comments of
SFC) through email to sponsors if email addresses are provided
in addition to mail copies We will not send fax copies of our
comments unless sponsors request for faxes
SFCrsquos principal comments will continue to be sent through fax
5 Jul 12 Sending
comment to
sponsor via
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 7
ANNEXURE I
REQUEST FOR
BANK ACCOUNT INFORMATION
BY FAX (No 2815 9353)
[Date]
Hong Kong Securities Clearing Company Limited
7F Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
Attention The Manager Stock Admission Section
Dear Sirs
Re Payment of IPO brokerage in respect of successful applications for shares in the
listing of [Name of the issuer]
We write to notify you that the IPO brokerage in respect of successful applications for our
shares will be paid to the Exchange Participants via autopay into their bank accounts
designated for receiving IPO brokerage under the [Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong LimitedRules Governing the Listing of Securities on
the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited]
To facilitate the payment of the IPO brokerage we request Hong Kong Securities Clearing
Company Limited (ldquoHKSCCrdquo) to provide us andor our share registrar [insert name of share
registrar where applicable] with information relating to the bank accounts of Exchange
Participants designated for receiving IPO brokerage
In consideration of HKSCC agreeing to provide the requested information to us andor our
share registrar [insert name of share registrar where applicable] we undertake
(i) to keep and to procure [insert name of share registrar where applicable] to keep the
information confidential at all times and not to use the information for any other
purpose
(ii) to deal with the enquiries of Exchange Participants regarding IPO brokerage directly
or through our share registrar
AM001G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
July 2012
IU - 8
(iii) to indemnify HKSCC in full forthwith upon demand against all losses damages costs
fees andor expenses that HKSCC may suffer or incur as a result of or in connection
with HKSCC acceding to our request
We acknowledge and confirm that HKSCC shall not be held liable or responsible for any
discrepancy error delay failure or default in the payment of the IPO brokerage
For and on behalf of
[Name of the Issuer]
_____________________
Authorised Signature
Printed name of the signatory
Date
cc [insert name of share registrar]
Note A duly signed copy of this letter must be faxed to HKSCC at least three business days
before the prospectus date and the original copy of which must be mailed to HKSCC
immediately afterwards
CF072G
Dec 2012
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) ndash GEM BOARD
IV Market comparable analysis
Name of Company
Name of Sponsor(s)
Date submitted
A Key particulars of companies
Company name Stock code Listing
venue
Date of listing
(month year)
Market
capitalization 1
PE Ratio 1 Company overview (eg principal
business business model etc)
The Group NA NA NA
[Comparable A]
[Comparable B]
[hellip]
B Basis of comparable selection
Company Basis of comparable selection 2
[Comparable A]
[Comparable B]
[hellip]
CF072G
Dec 2012
C Comparison of the Grouprsquos performance with average of comparable companies and analysis of variations 3
Name of company
The Group Comparable Industry Average
[A] [B] [C]
Financial Ratios Formulae
Latest full financial year (month year)
A Profitability ratios-
1 Growth a Turnover
growth b Gross profit
growth c Net profit
growth
A1 ndash Analysis of variations
2 Profit margins a Gross margin
b Net profit
margin before interest amp tax
c Net profit
margin
a Gross profit
Sales x 100 b Net profit
before interest amp taxes Sales x 100
c Net profit
after taxes Sales x 100
CF072G
Dec 2012
Name of company
The Group Comparable Industry Average
[A] [B] [C]
Financial Ratios Formulae
A2 ndash Analysis of variations
3 Return on equity
a Return on equity
b Return on
total assets
a Net profit
Shareholders equity x 100
b Net profit Total assets x 100
A3 ndash Analysis of variations
B Liquidity ratios-
1 Liquidity ratios
a Current ratio
b Quick ratio
a Current assets
Current liabilities
b Current assets
ndash Stock Current liabilities
CF072G
Dec 2012
Name of company
The Group Comparable Industry Average
[A] [B] [C]
Financial Ratios Formulae
B1 ndash Analysis of variations
2 Turnover ratios a Stock
turnover days
b Debtors
turnover days (collection period)
c Creditors turnover days (average payment period)
a Average
Stock Sales x 365 days (or the period generating the sales)
b Average
Debtor Sales x 365 days
c Average
Trade creditors Sales x 365 days
B2 ndash Analysis of variations
CF072G
Dec 2012
C Capital adequacy ratio-
1 Gearing ratio 4
Total debt Total equity x 100
C1 ndash Analysis of variations
2 Debt to net worth ratio 4 a Debt to
equity ratio
b Interest
coverage
a Net debt 5 Total equity x 100
b Profit before
interest and tax interest
C2 ndash Analysis of variations
D Other key
operating data
and or financial
ratios commonly
adopted in the
industry 6
1 [ ]
2 [ ]
[ ]
[ ]
CF072G
Dec 2012
D ndash Analysis of variations
Notes-
1 Latest available share price of the comparable companies should be used in calculating the market capitalization and price earnings ratio
2 The Sponsor(s) should provide details of the selection basis of the comparable companies including but not limited to how each of the comparable companiesrsquo scale and size of operations principal place and nature of business key business product segments are compared to the listing applicant For listing applicant which engages in more than one principal business the Sponsor(s) should consider identifying comparable companies for each of the listing applicantrsquos business segments for comparison purpose
3 The Sponsor(s) should (i) ensure that each of the financial ratios and the relevant commentary is consistent with the disclosure in the Prospectus and ldquoSummary of key financial ratios during the track record periodrdquo (Checklist IR) (ii) exclude all exceptional items which did not generate from the ordinary and usual course of business for comparison purpose and (iii) for listing applicant which engages in more than one principal business disclose comparable information to other comparable companies on a segment-by-segment basis (if possible)
4 Debts are defined to include payables incurred not in the ordinary course of business
5 Net debts are defined to include all borrowings net of cash and cash equivalents
6 The Sponsor(s) should consider including any operating data and or financial ratios which are commonly adopted in the industry of the listing applicants and its comparable companies (eg insurance companies ndash solvency margin ratio embedded value value of new business mining companies ndash mine life reserve and resources cash operating costs etc)
Signed by
(for and on behalf of the Sponsor(s))
CF041G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2009 II - 1
NEW LISTING APPLICATION (EQUITY) - GEM
II Documents to be submitted at least 4 clear business days before the expected hearing date
Name of Company
Name of Sponsor(s)
Date submitted
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
A summary of new listing particulars 3
IIA
6 copies [or such other numbers as prescribed by us from time to time] of marked-up hearing proof of prospectus
30 punched copies of each hearing proof of prospectus with ldquoAppendix Irdquo marked on the top right-hand corner
A copy of the approval letter from CSRC (for PRC incorporated issuer)
Other document(s)
Please specify
Notes-
1 Please refer to the applicable rule for all details of the documentary requirement where applicable
2 Adequate explanation must be given where the relevant rule or documentary requirement is not applicable to the Company
3 This document must be submitted at least 6 clear business days before the expected hearing date
Signed by (for and on behalf of the Sponsor(s))
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2012
IIA - 1
CF060G
NEW LISTING APPLICATION (EQUITY) ndash GEM
IIA New listing particulars
Name of Company
Name of Sponsor(s)
Date submitted
SHARES TO BE OFFERED Shares offered ( of enlarged capital) Placing Shares ( of Shares offered) Public Offer Shares ( of Shares offered)
Over-allotment Option ( of Shares
offered)
PRICING INFORMATION Proposed offer price Gross funds to be raised Approx market capitalization
ARRANGEMENTS Method of listing Proposed date of trading commencement
Board lot size
Trading currency
Stamp duty
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2012
IIA - 2
CF060G
DETAILS OF APPLICANT Company name Place of incorporation
Business activities
SHAREHOLDERS AND
MANAGEMENT
Substantial shareholders and their
shareholdings
Name Approximate percentage
of shareholding
Executive directors English names Chinese name
Non-executive directors English names Chinese name
Independent non-executive directors English names Chinese name
SPONSOR(S) AND UNDERWRITERS Sponsor(s) Underwriters
Registrars
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 1
NEW LISTING APPLICATION (EQUITY) - GEM
III Documents to be submitted after notification of approval in principle but before the date of issue of prospectus
Name of Company
Name of Sponsor(s)
Date submitted
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Sponsorrsquos declaration (Form 7G3) in support of a new applicant
1224(1) IIIA
4 copies of the prospectus - one of which must be
dated and signed by every person who is named therein as a director or proposed director of the Company or by his agent authorised in writing and by the secretary or in the case of a capitalisation issue one of which has been dated and signed by the secretary or in the case of a capitalisation issue one of which has been dated and signed by the secretary
1224(2)(a)
- one of which must be marked in the margin to indicate where compliance has been made with the relevant provisions of the GEM Listing Rules and the Companies Ordinance
1224(2)(b)
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 2
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Where any document referred to in the prospectus is signed by an agent a certified copy of the authorisation for such signature
1224(3)
One copy of the formal notice
1224(4)
4 copies of any application form
1224(5)
A certified copy of every letter report financial statement statement of adjustments valuation contract resolution or other document any part of which is extracted or referred to in the prospectus other than in the case of capitalisation issue the annual report and accounts and the certified copies of every resolution extracted or referred to in the prospectus supporting the capitalisation issue
1224(6)
A certified copy of the written consent by any expert to the issue of the prospectus with the inclusion of therein of the following in the form and context in which they are included-
1224(7)
- a statement purporting to be a copy of or extract from or summary of or reference to a report or valuation or other statement by such expert and
1224(7)(a)
- any recommendation by such expert in relation to acceptance or rejection of an offer or proposal
1224(7)(b)
A copy of written notification issued by HKSCC stating that the securities will be Eligible Securities
1224(8)
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 3
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Any undertakings referred to in the prospectus andor required to be given to the Exchange
1224(9)
Signed copies of any undertakings to be provided in relation to the new listing application 4
- written undertaking from the connected person(s) of the Company (who are parties to the connected transactions) to the Exchange that heshethey shall provide the Companyrsquos auditors with full access to the relevant records for the purpose of reviewing connected transactions (where applicable)
In the case the Company has been given a mandate to make share repurchases (a) a confirmation from the
Company that the Explanatory Statement required to be sent to Companys shareholders contains the information required under GEM Listing Rule 1308 and neither the Explanatory Statement nor the proposed share repurchase has unusual features and
(b) an undertaking from the Companyrsquos directors to the Exchange according to GEM Listing Rule 1308(6)
1308(6)
- others A specimen of any temporary document of title where applicable
1224(10)
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 4
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
A specimen of the definitive certificate or other document of title
1224(11)
Other documents
Confirmation with regard to issuerrsquos own website
IIID
e-Submission system (ESS) registration
IIIE
Standard form for authorised representative compliance office and company secretary
IIIF
If a Chinese stock short name is required for a non-Hong Kong or a non-PRC issuer a legal opinion from the lawyer of the relevant jurisdiction
A written confirmation from each sponsor with regard to the posting of Web Proof Information Pack (WPIP) through e-Submission System If the WPIP has a file size exceeding 20MB a copy of this written confirmation and enclosing a CD ROM containing the WPIP to Listing Operation Department See Revised Logistical Arrangements at httpwwwhkexcomhklistingprelistwpip_Logpdf
IIII
The Companyrsquos written authorisation to its sponsor to submit on its behalf the WPIP for publication on the GEM website
IIIJ
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 5
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Unless previously supplied a final copy of all draft documents which have been submitted to the Exchange in support of the listing application (eg profit forecast profit estimate cashflow forecast memorandum)
PRC incorporated issuers only-
An executed copy of each contract between the PRC issuer and every director officer and supervisor referred to in Rules 2516(2) and (3)
2517(1)
An executed copy of legal opinion by the legal advisers referred to in Rule 2516(5)
2517(2)
A certified copy of the approval letter from CSRC
If a Mixed Media Offer is adopted an announcement should be submitted through HKEx-EPS for publication on the HKEx website Please select ldquoMixed Media Offerrdquo under ldquoNew Listings (Listed Issuers New Applicants) as the Headline Category for Announcements and Notices
1604D(1)
Appendix 17
Other document(s) - Submission on responses to the updates of Standard Comments if any
IT
Please specify
Notes-
1 Please refer to the applicable rule for all details of the documentary requirement
2 Adequate explanation must be given where the relevant rule or documentary requirement does not apply to the Company
CF042G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 III - 6
3 Original Form 7G must be used
4 These documents must be submitted before the clearance of the Prospectus
5 Please refer to Rule 1429 for definition of project forecast which includes profit estimate and any valuation of assets (other than land and buildings) or business acquired by an issuer based on discounted cash flows or projections of profits earnings or cash flows
Signed by (for and on behalf of the Sponsor(s))
Jun 2003IIIA - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
IIIA Form 7G - Sponsors declaration in support of a new applicant
FF210G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7G
IIIA - 1
Appendix 7 SPONSORrsquoS FORMS
FORM G [letterhead of sponsor]
Sponsorrsquos Declaration in support of a New Applicant
To The Listing Division
The Stock Exchange of Hong Kong Limited
helliphelliphelliphelliphelliphelliphellip
We helliphelliphelliphelliphelliphelliphelliphelliphelliphellip are a the [cross out whichever is not applicable] Sponsor appointed
by helliphelliphelliphelliphelliphelliphelliphellip (the ldquoCompanyrdquo) for the purpose referred to in rule 6A02 of the Rules
Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong
Limited (the ldquoGEM Listing Rulesrdquo) and have offices located at helliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Pursuant to rule 6A13 we declare to The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo) that
(1) all of the documents required by the GEM Listing Rules to be submitted to the Exchange on or
before the date of issue of the Companyrsquos listing document and in connection with the
Companyrsquos listing application have been submitted
(2) having made reasonable due diligence inquiries we have reasonable grounds to believe and do
believe that
(a) [Repealed 1 January 2009]
(b) the Company is in compliance with all the conditions in Chapter 11 of the GEM Listing
Rules in particular rules 1102 1104 1105 1107 1108 1110 1111 1114 1115
1118 1120 1121 1124 1125 1126 1127 1128 1130 1131 and 1132 (except
to the extent that compliance with those rules has been waived by the Exchange in
writing)
(c) the Companyrsquos listing document contains sufficient particulars and information to
enable a reasonable person to form as a result thereof a valid and justifiable opinion of
the shares and the financial condition and profitability of the Company at the time of
the issue of the listing document
(d) the information in the non-expert sections of the listing document
(i) contains all information required by relevant legislation and rules
FF210G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7G
IIIA - 2
(ii) is true in all material respects or to the extent it consists of opinions or
forward looking statements on the part of the directors of the Company or any
other person such opinions or forward looking statements have been made
after due and careful consideration and on bases and assumptions that are fair
and reasonable and
(iii) does not omit material information
(e) the Company has established procedures systems and controls (including accounting
and management systems) which are adequate having regard to the obligations of the
Company and its directors to comply with the GEM Listing Rules and other relevant
legal and regulatory requirements (in particular rules 1710 1711 1803 1849 and
1853 to 1864 and Chapters 19 and 20) and which are sufficient to enable the
Companyrsquos directors to make a proper assessment of the financial position and
prospects of the Company and its subsidiaries both before and after listing and
(f) the directors of the Company collectively have the experience qualifications and
competence to manage the Companyrsquos business and comply with the GEM Listing
Rules and individually have the experience qualifications and competence to perform
their individual roles including an understanding of the nature of their obligations and
those of the Company as an issuer under the GEM Listing Rules and other legal or
regulatory requirements relevant to their role and
(3) in relation to each expert section in the listing document having made reasonable due diligence
inquiries we have reasonable grounds to believe and do believe (to the standard reasonably
expected of a Sponsor which is not itself expert in the matters dealt with in the relevant expert
section) that
(a) where the expert does not conduct its own verification of any material factual
information on which the expert is relying for the purposes of any part of the expert
section such factual information is true in all material respects and does not omit any
material information where factual information includes
(i) factual information that the expert states the expert is relying on
(ii) factual information we believe the expert is relying on and
(iii) any supporting or supplementary information given by the expert or the
Company to the Exchange relating to an expert section
FF210G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7G
IIIA - 3
(b) all bases and assumptions on which the expert sections of the listing document are
founded are fair reasonable and complete
(c) the expert is appropriately qualified experienced and sufficiently resourced to give the
relevant opinion
(d) the expertrsquos scope of work is appropriate to the opinion given and the opinion required
to be given in the circumstances (where the scope of work is not set by a relevant
professional body)
(e) the expert is independent from the Company and its directors and controlling
shareholder(s) and
(f) the listing document fairly represents the views of the expert and contains a fair copy of
or extract from the expertrsquos report
Signed helliphelliphelliphelliphelliphelliphelliphelliphellip
Name helliphelliphelliphelliphelliphelliphelliphelliphellip
For and on behalf of helliphelliphelliphelliphelliphelliphelliphelliphellip [insert the name of Sponsor]
Dated helliphelliphelliphelliphelliphelliphelliphelliphellip
FF210G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2009 Form 7G
IIIA - 4
NOTES
(1) The Exchange expects that usually this form would be signed by the Principals who hashave been most actively involved in the work undertaken by the Sponsor However notwithstanding who signs this form on behalf of the Sponsor the Management (as defined in the Commissionrsquos Guidelines for Sponsors and Compliance Advisers) of the Sponsor will be ultimately responsible for supervision of the work carried out by the Sponsor firm and quality assurance in respect of that work The Exchange reminds Sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the Commissionrsquos Guidelines for Sponsors and Compliance Advisers
(2) Each and every director of the Sponsor and any officer or representative of the Sponsor
supplying information sought in this form should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under ldquorelevant provisionsrdquo (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance Cap 571) and is likely to be relied upon by the Exchange In relation to this you should be aware that giving to the Exchange any record or document which is false or misleading in a material particular will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance If you have any queries you should consult the Exchange or your professional adviser immediately
CF064G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIID - 1
NEW LISTING APPLICATION (EQUITY) - GEM
IIID Confirmation with regard to issuerrsquos own website
From 25 June 2008 onwards every issuer must have its own website where the public must be able to access documents free of charge For details please see GEM Listing Rule 1619
Please download the form of confirmation from HKExrsquos e-Submission System website as to whether your Company currently has its own website and sign and forward it to us for our records prior to the date of your Companyrsquos listing on the Exchange The e-Submission System website is located at httpwwwesubmissionhkexcomhk The form can be found under ldquoTemplate for confirmation letter from new listing applicant regarding own websiterdquo under the registration hyperlink
CF064G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIID - 2
NEW LISTING APPLICATION (EQUITY) - GEM
IIID Confirmation with regard to issuerrsquos own website
[To be printed on issuerrsquos own letterhead]
To The Stock Exchange of Hong Kong Limited 11th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong Attn Listing Division
Re Confirmation regarding own website
EITHER1
[We also confirm that our Company has a website on which we will be required under the Listing Rules to publish announcements notices or other documents submitted by us for publication on the HKEx websiteGEM website2 The address of the website is as follows3
http
In the event of any changes to the address of our website we will on each occasion notify you immediately in writing of such changes by such means as you may from time to time prescribe
Based on the particulars notified to you from time to time we consent to the display or inclusion on any website operated from time to time by HKEx (including the HKEx website and GEM website) of any hyperlink or shortcut to our Companyrsquos website and the disclosure of its URL in any material published by HKEx or any of its subsidiaries or other group companies]
OR
[Our Company does not yet have a website on which to publish announcements notices or other documents submitted by us for publication on the HKEx websiteGEM website4 but will have such a website by no later than the date on which the relevant requirement under the Listing Rules comes into force
1 Delete as applicable 2 Delete as applicable 3 Please insert the relevant URL 4 Delete as applicable
CF064G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIID - 3
When our Company has established a website on which we will be required under the Listing Rules to publish announcements notices or other documents submitted by us for publication on the HKEx websiteGEM website5 we will notify you immediately in writing of the address of the website by such means as you may from time to time prescribe
Thereafter in the event of any changes to the address of our website we will on each occasion notify you immediately in writing of such changes by such means as you may from time to time prescribe
Based on the particulars notified to you from time to time we consent to the display or inclusion on any website operated from time to time by HKEx (including the HKEx website and GEM website) of any hyperlink or shortcut to our Companyrsquos website and the disclosure of its URL in any material published by HKEx or any of its subsidiaries or other group companies]
Yours faithfully
For and on behalf of6
_________________________
Name7
Title
Date
5 Delete as applicable 6 Please insert here the name of your Company 7 To be signed by the ldquoauthorised person to receive passwords and for subsequent registration mattersrdquo as given on the Registration for e-Submission form
CF065G
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIIE - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM IIIE e-Submission System (ESS) registration We would like to introduce you to ESS which is operated by Hong Kong Exchanges and Clearing Limited and invite you to register for ESS For the dissemination of information to the market the Listing Rules require issuers including new listing applicants to submit documents through ESS for publication on the HKEx website or GEM website With a view to facilitating communication between the market and the Listing Division issuers and market practitioners may use ESS to provide information and documents relating to listing matters in addition to the various existing methods of communication In addition submitting information and documents to the Exchange for the processing of transactions through ESS has the advantage of facilitating expeditious process and tracking throughout the process This is because each transaction or application will be allocated with an individual case number and receipt of each submission will be confirmed by online communication to relevant parties ESS is available not only to issuers but also to their representatives including financial advisers legal advisers printers and others However the security passwords for publication of documents on the HKEx website and GEM website will be issued only to issuers An issuer must at all times retain control over the passwords even if it chooses to allow its agent to submit documents for publication on its behalf Statutory declarations and other documents requiring signature under the Listing Rules still need to be submitted physically although copies can be sent through ESS User Registration An entity must be registered for ESS before its staff may use the system The registration process consists of 2 stages The first stage is the completion and return by applicants of the registration forms and the letter of acceptance of the ESS Terms and Conditions The second stage is the activation of the security passwords required for the submission of documents for publication (which are issued to issuers only) All prospective users of the new ESS (ie market practitioners wishing to submit documents for publication on behalf of issuers and all issuers) must complete the following registration procedures 1 Go to the ESS website at wwwesubmissionhkexcomhk and download the
registration tool
CF065G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIIE - 2
2 Complete the following forms using the registration tool
(a) Registration for E-submission (mandatory) (b) User Registration Forms for Listing Related Matters (optional) and (c) User Registration Forms for Publication Related Matters (mandatory)
3 Use the registration tool to generate and save the completed forms onto a diskette or CD
4 Using the registration tool print the completed forms and sign 5 Read the ESS Terms and Conditions applicable to your company namely the
ldquoTerms and Conditions for Listed Issuers and Listing Applicantsrdquo print the letter of acceptance and sign
The registration forms and letter of acceptance of the terms and conditions must be signed by a director or other person duly authorised by the issuer Please then submit to
Hong Kong Exchanges and Clearing Limited 10F One International Finance Centre 1 Harbour View Street Central Hong Kong Attn Primary Market Information Listing Operations Department Listing Division (Re ESS Registration)
the printed completed forms duly signed (together with a diskette or CD containing the completed forms) the signed letter of acceptance and a copy of the board resolution (or equivalent document) (1) authorising the application by the issuer for ESS registration and the acceptance
by the issuer of the ldquoTerms and Conditions for Listed Issuers and Listing Applicantsrdquo and
(2) authorising the director or other person to apply for ESS registration on behalf of
the issuer and to sign the ESS registration application forms and the letter of acceptance of the terms and conditions
HKEx will take the following steps to complete the registration process
bull check the completeness of the data bull create the company record in the computer system
CF065G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IIIE - 3
bull create the user login accounts bull generate a set of security passwords for publication purposes (for issuers only) bull mail the details to the company (including in the case of issuers the security
passwords for publication purposes)
Immediately after receiving the notification each registered user is recommended to log onto the account provided and reset the user password The relevant ESS user manual and quick reference guides are available on the ESS website The issuer must immediately acknowledge receipt of the security passwords for publication purposes and return the acknowledgement letter to HKEx by facsimile to 2523 1254 Upon receipt of such letter HKEx will activate the passwords If you have any queries please contact our registration hotline 2840-3460 Technical Specifications for Files The ldquoe-Submission System User Manual for Publication Related Mattersrdquo contains technical specifications governing files submitted to HKEx for publication including as to font layout and file format The Manual can be accessed via the link shown at the bottom of all ESS website pages
Jun 2003IIIF - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
IIIF Authorised representatives form
FF001G
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Page 1 of 2 October 2011
AUTHORISED REPRESENTATIVES COMPLIANCE OFFICER COMPANY SECRETARY FORM
(Please complete the English or Chinese version of this form) Case Number
Name of Issuer Stock code 1 Details of the two authorised representatives of the Issuer are as follows
Authorised Representative (1) Name (English amp Chinese) Position
Telephone Facsimile
Office Home Mobile Other Office Home E-mail address Correspondence address
Authorised Representative (2) Name (English amp Chinese) Position
Telephone Facsimile
Office Home Mobile Other Office Home E-mail address Correspondence address
Applicable if the Authorised Representative is not based at the registered office of the Issuer
FF001G
THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Page 2 of 3 October 2011
2 Details of the alternates to the Authorised Representatives are as follows
Alternate to Authorised Representative (1)
Name (English amp Chinese) Position Applicable period (if any)
Telephone Facsimile
Office Home Mobile Other Office Home E-mail address Correspondence address
Alternate to Authorised Representative (2)
Name (English amp Chinese) Position Applicable period (if any)
Telephone Facsimile
Office Home Mobile Other Office Home E-mail address Correspondence address
Applicable if the alternate to the Authorised Representative is not based at the registered office of the Issuer
FF001G
THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Page 3 of 3 October 2011
Remarks
Submitted by Date Signature Name in Block Letters Please provide the Exchange immediately with details of changes to the above if any and the relevant details of suitable alternates when appointed
3 Compliance Officer and Company Secretary
Compliance Officer Company Secretary Name (English amp Chinese)
Appointment Date
Telephone No
Facsimile No
FF001G
香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
第 1 頁 2011 年 10 月
授權代表 監察主任公司秘書表格
(請填寫本表格之中文版或英文版)
案件編號 發行人名稱 股份代號 1 有關發行人委任的兩名授權代表的資料如下
授權代表(1) 姓名(英文及中文) 職位
電話號碼 圖文傳真號碼
辦公室 住宅 移動電話 其他 辦公室 住宅 電郵地址 通訊地址
授權代表(2) 姓名(英文及中文) 職位
電話號碼 圖文傳真號碼
辦公室 住宅 移動電話 其他 辦公室 住宅 電郵地址 通訊地址
只適用於授權代表並非在發行人之註冊地址辦公的情況
FF001G
香港聯合交易所有限公司 (香港交易及結算所有限公司全資附屬公司)
第2頁 2011 年 10 月
2 有關授權代表之替任人的資料如下
授權代表(1)之替任人
姓名(英文及中文) 職位 適用期(如有)
電話號碼 圖文傳真號碼
辦公室 住宅 移動電話 其他 辦公室 住宅 電郵地址 通訊地址
授權代表(2)之替任人
姓名(英文及中文) 職位 適用期(如有)
電話號碼 圖文傳真號碼
辦公室 住宅 移動電話 其他 辦公室 住宅 電郵地址 通訊地址
只適用於授權代表之替任人並非在發行人之註冊地址辦公的情況
FF001G
香港聯合交易所有限公司 (香港交易及結算所有限公司全資附屬公司)
第3頁 2011 年 10 月
備註
呈交本表格人士 日期 簽署 姓名(以正楷填寫)
如上述資料有任何變動或任何合適人士獲委任為授權代表之替任人請立即向交易所提供相關變動或該授權代表之替任人的詳細資料
3 監察主任 公司秘書
監察主任 公司秘書
姓名(英文及中文)
委任日期
電話號碼
圖文傳真號碼
CF069G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2009 IIII - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM IIII Confirmation with regard to Posting of Web Proof Information Pack
[Letterhead of IPO sponsor]
[date]
By fax (2295 0198) and by mail
To Hong Kong Exchanges and Clearing Limited (ldquoHKExrdquo) The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo)
11th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong Dear Sirs Company
Case Number Transaction Type New Listing ndash Primary Listing on HKSE Subject Request for Posting of the Web Proof Information Pack (WPIP) We refer to the Request for Posting Letter of the Exchange [or the Securities and Futures Commission] dated [] Capitalised terms have the same meanings as those in the Request for Posting Letter unless otherwise stated We confirm that on behalf of the Company we have submitted within the Prescribed Timing Requirement for WPIP-posting a ready-to-publish WPIP in the following manner 1 through HKEx-ESS the warning statement of the WPIP in a single file format 2 through HKEx-ESS the WPIP in a multi-file format and 3 (please tick at the appropriate items below)
HKEx-ESS the WPIP of a file size equals to or less than 20MB in a single
file format (with bookmarks) or
the enclosed CD ROM which contains the WPIP of a file size exceeding 20MB in a single file format (with bookmarks)
CF069G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2009 IIII - 2
For any queries please contact [name of contact] on [telephone no] Yours faithfully For and on behalf of [name of each IPO sponsor] _____________________________ Name Title
CF070G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Apr 2009 IIIJ - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM IIIJ Authorisation Letter for submission of Web Proof Information Pack
[Letterhead of the Applicant]
[date]
By fax (2295 0198) and by mail
To Hong Kong Exchanges and Clearing Limited (ldquoHKExrdquo) The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo)
11th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong Dear Sirs Company
Case Number Transaction Type New Listing ndash Primary Listing on HKSE Subject Posting of the Web Proof Information Pack (WPIP) We refer to the Request for Posting Letter of the Exchange [or the Securities and Futures Commission] dated [] Capitalised terms have the same meanings as those in the Request for Posting Letter unless otherwise stated We hereby authorise our sponsor(s) [Name of Sponsor(s)] to submit on our behalf the WPIP for publication on the HKEx Website Yours faithfully For and on behalf of [name of Applicant] _____________________________ Name Title
Copy Listing Operations Department (if the WPIP is submitted by way of a CD ROM)
CF043G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IV - 1
NEW LISTING APPLICATION (EQUITY) - GEM
IV Documents to be lodged on the intended date of authorisation of the prospectus
Name of Company
Name of Sponsor(s)
Date submitted
Submitted Documents Rule 1 Ref Yes No NA
Comment 2
(where applicable)
25 copies of each of the English language version and the Chinese language version of the prospectus and relative application form
An application for authorisation for registration of the prospectus pursuant to section 38D(3) or section 342C(3) of the Companies Ordinance
1225(1)
2 printed copies of the prospectus duly signed in accordance with section 38D(3) or section 342C(3) of the Companies Ordinance and having endorsed thereon or annexed thereto the documents stipulated by the relevant section
1225(2)
Where there is a Chinese English translation of the prospectus-
- a certificate issued by the translator certifying that the Chinese English translation of the English Chinese version of the prospectus is true and accurate and
1225(3)
CF043G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2007 IV - 2
Submitted Documents Rule 1 Ref Yes No NA
Comment 2
(where applicable)
- a certificate issued by a
competent officer of the Sponsor(s) certifying that the translator is competent to have given the certificate as to translations in respect of the prospectus documents
1225(3)
Powers of attorney or other authority pursuant to which the prospectus is signed together with a certified copy of each such power or authority
1225(4)
Confirmation letter for publication of the prospectus on the GEM website together with a copy of the letter from the Companies Registry confirming the registration of the Prospectus under the Companies Ordinance
1617(2)(b) IVA
Notes-
1 Please refer to the applicable rule for all details of the documentary requirement where applicable
2 Adequate explanation must be given where the relevant rule or documentary requirement is not applicable to the Company
Signed by (for and on behalf of the Sponsor(s))
CF068G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 IVA - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM IVA IPO Prospectus - Confirmation letter
[letterhead of IPO sponsor]
[date]
By fax (2295 0198) and by mail
To Hong Kong Exchanges and Clearing Limited (ldquoHKEx)
The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo) 11th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong Dear Sirs Case No [ ] New Applicant [ ] Publication of New Applicantrsquos Prospectus and Application Forms on GEM website We refer to the above prospectus an electronic copy of each of the prospectus and any application forms is being submitted to you by or on behalf of the New Applicant through your Electronic Submission System for publication on the GEM website The prospectus and application forms have been registered under the Companies Ordinance and we enclose a copy of the letter from the Companies Registry confirming such registration You are authorised to publish the prospectus and application forms on the GEM website Should you have any queries please contact [name of contact] on [telephone no] Yours faithfully For and on behalf of [name of IPO sponsor] _____________________________ Name Title Encl
CF044G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 V - 1
NEW LISTING APPLICATION (EQUITY) - GEM
V Documents to be submitted after issue of prospectus but before dealings in the securities commence
Name of Company
Name of Sponsor(s)
Date submitted
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Unless previously supplied a certified copy of-
- the resolution(s) of the Company in general meeting authorising the allotment of all securities for which listing is sought
1226(1)
- the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together in such cases with a certified copy of the power of attorney or resolution delegating the powers) authorising the allotment of such securities the making of the Form 5A application and the making of all necessary arrangements enabling such securities to be admitted into CCASS and approving and authorising the issue of the prospectus
1226(1)
- in the case of capitalisation issue every resolution which is extracted or referred to in the prospectus supporting the capitalisation issue and the annual report and accounts
1226(1)
CF044G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 V - 2
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Company information sheet- 1226(2) - in electronic format for
publication on the GEM website
1226(2)
- a hard copy duly signed by or on behalf of each of the director
1226(2) VA
In the case of placing of securities-
1226(6)
- A copy of the placing letter 1226(6)(a) - A copy of the marketing
statements in Form 5D signed by each of (i) the lead broker (ii) any distributors and (iii) any Exchange Participant referred to in that Appendix
1226(6)(a) VB
- A list from each placing broker setting out the names addresses and identity card or passport numbers (where individuals) or business registration numbers (where companies) of all its placees the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each of its placees
1226(6)(b) VC
A declaration substantially in the form set out in Form 5E duly signed by a director and the company secretary of the Company and any fee not previously paid3
1226(7) VD
A declaration substantially in the form set out in Form 7I duly signed by the Sponsor(s)
1226(8) VE
A formal declaration undertaking and acknowledgement [Form 6A 6B 6C] duly signed by each director and supervisor (for PRC issuer) and proposed director and proposed supervisor4
1226(9) VF
CF044G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jan 2011 V - 3
Submitted Documents Rule 1 Ref Yes No NA
Comment 2 (where applicable)
Any announcements relating to suspension and resumption of a Mixed Media Offer should be submitted through HKEx-EPS for publication on the HKEx website Please select ldquoMixed Media Offerrdquo under ldquoNew Listings (Listed Issuers New Applicants) as the Headline Category for Announcements and Notices
1618(3)(a)
Appendix 17
Other document(s)
Please specify
Notes-
1 Please refer to the applicable rule for all details of the documentary requirement where applicable
2 Adequate explanation must be given where the relevant rule or documentary requirement is not applicable to the Company
3 Our interpretation is that the annual listing fee is only payable upon issuance of a debit note
4 Original Form 6A6B6C must be used
Signed by (for and on behalf of the Sponsor(s))
Jun 2003VA - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
VA Form 5F - Company information sheet
FF003G
THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
VA - 1 June 2010
APPENDIX 5
FORMS RELATING TO LISTING
FORM F
THE GROWTH ENTERPRISE MARKET (GEM)
COMPANY INFORMATION SHEET
Case Number
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this information sheet Company name Stock code (ordinary shares) This information sheet contains certain particulars concerning the above company (the ldquoCompanyrdquo) which is listed on the Growth Enterprise Market (ldquoGEMrdquo) of the Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo) These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ldquoGEM Listing Rulesrdquo) They will be displayed at the GEM website on the Internet This information sheet does not purport to be a complete summary of information relevant to the Company andor its securities The information in this sheet was updated as of A General Place of incorporation Date of initial listing on GEM Name of Sponsor(s) Names of directors (please distinguish the status of the directors - Executive Non-Executive or Independent Non-Executive)
Name(s) of substantial shareholder(s) (as such term is defined in rule 101 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company
Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company
Financial year end date Registered address
FF003G
THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
VA - 2 June 2010
Head office and principal place of business Web-site address (if applicable) Share registrar Auditors B Business activities (Please insert here a brief description of the business activities undertaken by the Company and its subsidiaries) C Ordinary shares Number of ordinary shares in issue Par value of ordinary shares in issue Board lot size (in number of shares) Name of other stock exchange(s) on which ordinary shares are also listed
D Warrants Stock code Board lot size Expiry date Exercise price Conversion ratio (Not applicable if the warrant is denominated in dollar value of conversion right)
No of warrants outstanding No of shares falling to be issued upon the exercise of outstanding warrants
E Other securities Details of any other securities in issue (ie other than the ordinary shares described in C above and warrants described in D above but including options granted to executives andor employees) (Please include details of stock code if listed on GEM or the Main Board or the name of any other stock exchange(s) on which such securities are listed) If there are any debt securities in issue that are guaranteed please indicate name of guarantor
FF003G
THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
VA - 3 June 2010
Responsibility statement The directors of the Company (the ldquoDirectorsrdquo) as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet (ldquothe Informationrdquo) and confirm having made all reasonable inquiries that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading The Directors also collectively and individually accept full responsibility for submitting a revised information sheet as soon as reasonably practicable after any particulars on the form previously published cease to be accurate The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information Signed
NOTES
(1) This information sheet must be signed by or pursuant to a power of attorney for and on behalf of each of
the Directors of the Company (2) Pursuant to rule 1752 of the GEM Listing Rules the Company must submit to the Exchange (in the
electronic format specified by the Exchange from time to time) for publication on the GEM website a revised information sheet together with a hard copy duly signed by or on behalf of each of the Directors as soon as reasonably practicable after any particulars on the form previously published cease to be accurate
(3) Please send a copy of this form by facsimile transaction to Hong Kong Securities Clearing Company
Limited (on 2815-9353) or such other number as may be prescribed from time to time) at the same time as the original is submitted to the Exchange
Jun 2003VB - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
VB Form 5D - Marketing statement
FF017G
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2010 Form 5D
VB - 1
APPENDIX 5
FORMS RELATING TO LISTING
FORM D
Marketing statement (concerning a placing of equity securities)
Case Number ____________________________ A separate marketing statement in this form must be completed by the lead broker any distributor(s) and every Exchange Participant with whom or through whom the securities are placed in the following circumstancesmdash (1) a placing of equity securities by or on behalf of a new applicant (2) a placing of equity securities of a class new to listing by or on behalf of a listed issuer Rule 1012 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ldquoGEM Listing Rulesrdquo) and the Notes accompanying this form should be read before completing this statement To The Listing Division The Stock Exchange of Hong Kong Limited
Date _________________________ A GENERAL 1 Name of issuer ______________________________________________________________ (in English)
______________________________________________________________ (in Chinese) 2 Description of security _________________________________________________________________ 3 Total amount or number of securities of the issuervendor being placed _____________________________ 4 Total amount or number of securities being placed by the undersigned _____________________________ 5 Net price to the issuervendor (Note 4) ___________________________________________________ 6 Name of lead broker _________________________________________________________________ 7 Name(s) of distributor(s) (if appropriate) 1 ___________________________________________ 2 ___________________________________________ 3 ___________________________________________ 4 ___________________________________________ 8 Name(s) of the persons(s) or firm(s) from whom the undersigned obtained the securities to be placed by the undersigned ______________________________________________________________________________________ (To be completed by lead broker only) (Note 3)
FF017G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2010 Form 5D
VB - 2
B SUMMARY OF DISTRIBUTION 9 (To be completed by lead Amount or number
broker only) (Note 3) of securities of placing Distributors (As in A7) General public Total (as in A3)
(1)
(2)
(3)
(4)
100
FF017G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2010 Form 5D
VB - 3
C ANALYSIS OF DISTRIBUTION 10
By the undersigned to (Note 5)
(1) Connected clients (as defined in Note 2 to rule 1012 of the GEM
Listing Rules) (2) Directors
substantial shareholders and significant shareholders of the issuer and their respective associates (significant shareholders in respect only of an initial public offer)
(3) Employees of the issuer
(4) Customers or clients of the issuer
(5) Suppliers to the issuer
(6) Other Exchange Participants (see also C12 below)
(7) Retained by the undersigned
(8) Other
(9) TOTAL
11 By the lead broker to the general public
(To be completed by lead broker only) (Note 3) (1) Offered to the public (2) Applied for by the public
(3) Basis of allocation where oversubscribed
Amount or Number of number of
Holders securities of placing
(As in A4)
NA NA
FF017G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2010 Form 5D
VB - 4
12
By the undersigned to other Exchange Participants
(Note 6) Total
13 Distribution of Placees (To be completed by lead broker in relation to a placing of equity securities by or on behalf of new applicant only)
(1) (2) Signed ______________________________________________________________________________________ Name and position held ________________________________________________________________________ Name of company _____________________________________________________________________________ Date ______________________________________________________________________________________
NOTES 1 Marketing statements will only be accepted when the required details are typed on the statement 2 A marketing statement in this form must be completed by each of the distributors named in paragraph 9
and each of the other Exchange Participants (if any) named in paragraph 12 and sent directly to the Exchange by that person
3 Paragraphs 5-8 of GENERAL paragraph 9 of SUMMARY OF DISTRIBUTION and paragraphs 11 and 13
of ANALYSIS OF DISTRIBUTION need be completed by the lead broker only
Name of Amount or Exchange number of
Participant securities of placing
As in
C10(6)
Distribution of Placing Shares Number of Number of Shares (indicate range) Placees of Placing
(i) to (ii) to (iii) to (iv) to (v) to (vi) to (vii) to (viii) to (ix) to (x) to
Concentration of Placing Shares Number of of Placing Shares
(i) Top Placee (ii) Top 5 Placees (iii) Top 10 Placees (iv) Top 25 Placees
FF017G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2010 Form 5D
VB - 5
4 In paragraph 5 the net price should represent the effective issue price to the issuer or vendor 5 Please refer to rule 1012 of the GEM Listing Rules for guidance 6 In completing paragraphs 10(6) and 12 the lead broker may exclude the distributors named by him in
paragraph 9 7 As soon as practicable after the hearing of the application by the Exchange but before dealings commence
a list setting out the names addresses and identity card or passport numbers (in case of individuals) and the names addresses and registration numbers (in the case of companies) of all placees the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each placee must be lodged with the Exchange
Placee Information Filed by Broker
CI205G
Broker contact person and telephone number
Examples of Placee Information
Placee name Placees residential address (for individual)business address (for company) Placees HKID NoPassport NoBR NoCOI No
SurnameCompany name (English) Other name
(English)1SurnameCompany name (Chinese)
Other name
(Chinese)1Flat floor building EstateStreet
No amp streetDistrict City Country Placees telephone
numberContact person (for company)
No of shares allotted
Name of relevant
underwriter2
Name of placees
employer3
HKID NoPassport No Surname (English)
Other name (English)
Surname (Chinese)
Other name (Chinese)
A123456(7) Chan Tai Man 陳 大文 Flat 812 8F Cheung Fat Building Cheung Fat Estate
Cheung Chau Hong Kong China 98765432 5000 Underwriter A Co LIMITED
Ho Hos Restaurant Limited
3403377 Hong Kong International Company Limited 香港國際有限公司 18F Fortune Commercial Building 1000 Queens Road
Central Hong Kong China 23456789 Mr Chan Siu Ming 10000 Underwriter B Co LIMITED
B456789(0) Chan Siu Ming 陳 小明
D234567(8) Chan Siu Kuen 陳 小娟
C987654(3) Chan Siu Mei 陳 小美
Note1 If the placee is a company please fill in SurnameCompany name only and leave Other name blank2 If the placement involves underwriter and sub‐underwriter please fill in the underwriter from which the broker receives the shares for allotment to that placee3 Name of placees employer may be left blank if not available to the broker4 The beneficial owner is to be filled in if the placee is a privatenominee company owned by an individual andor closely held by a group of persons Unless otherwise specified the beneficial owner is not applicable if the placee is an institution fund or public company5 If there are more than one beneficial owner for a placee please fill in the names and HKID NoPassport No of beneficial owners in the next row(s) and leave other fields in the next row(s) blank (see example above)6 Please LEAVE THE FIELD BLANK if the item is not applicable
List of Placees
Placee name Placees residential address (for individual)business address (for company)
Placees HKID NoPassport NoBR NoCOI No
SurnameCompany name (English) Other name
(English)1SurnameCompany name (Chinese)
Other name
(Chinese)1Flat floor building EstateStreet
No amp streetDistrict City Country Placees telephone
numberContact person (for company)
No of shares allotted
Name of relevant
underwriter2
Name of placees
employer3
HKID NoPassport No Surname (English)
Other name (English)
Surname (Chinese)
Other name (Chinese)
Beneficial owner(s)45
Beneficial owner(s)45
Placement Summary
Stock name
IPOPlacing price
Total number of placing shares
Board lot size
Name of broker
SEHK case number
Date of placement
Stock code
Jun 2003VD - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
VD Form 5E - Declaration of compliance
FF018G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 5E
VD - 1
APPENDIX 5
FORMS RELATING TO LISTING
FORM E
Declaration of compliance
Case Number ___________________________ The following is a suggested form of declaration which may be amended to meet individual cases To The Listing Division The Stock Exchange of Hong Kong Limited
Date _________________
I helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip a director the company secretary of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipLimited] (in English) helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip (in Chinese) (ldquothe Issuerrdquo) declare to the best of my knowledge information and belief as followsmdash 1 that all documents required by the Companies Ordinance to be filed with the Registrar of Companies in
connection with the issueofferintroduction on helliphelliphelliphelliphelliphellip of the following securities of the Issuer namely helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip (insert particulars) have been duly filed and that to the best of our knowledge information and belief compliance has been made with all other legal requirements in connection with such issueofferintroduction
2 that all pre-conditions for listing imposed by Chapter 11 andor Chapter 27 or Chapter 30 of the ldquoRules
Governing the Listing of Securities of the Growth Enterprise Market of The Hong Kong Stock Exchange Limitedrdquo have insofar as applicable been fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 1 above
3 that helliphelliphelliphelliphellip [number] helliphelliphelliphelliphellip [class of equity securities] of par value helliphelliphelliphelliphelliphellip [amount]
each andor helliphelliphelliphelliphelliphellip[currency]helliphelliphelliphelliphelliphellip [amount] nominal of helliphelliphelliphelliphellip[type of debt securities] with a denomination of helliphelliphelliphelliphelliphelliphellip[currency] helliphelliphelliphelliphelliphellip [amount] each have been subscribedpurchased for cash and duly allottedissuedtransferred to the subscribedpurchased
4 that all money due to the Issuer in respect of the issueoffer has been received by it 5 that helliphelliphelliphellip [number] helliphelliphelliphelliphellip[class of equity securities] of par value helliphelliphelliphelliphellip[amount] each
andor helliphelliphelliphelliphelliphellip [currency] helliphelliphelliphelliphelliphelliphellip [amount] nominal of helliphelliphelliphelliphelliphellip [type of debt securities] with a denomination of helliphelliphelliphelliphellip [currency] helliphelliphelliphelliphelliphellip[amount] each have been issued and credited as fully paid by way of conversionexchangeconsideration for property acquiredother consideration not being cash and have been duly allottedissuedtransferred to the persons entitled thereto
6 that the definitive documents of title have been deliveredare ready to be deliveredare being prepared and will
be delivered in accordance with the terms of the issue 7 that the share capital forming the subject of the listing is as follows (insert exact amounts and descriptions
of securities (giving distinctive numbers if any)) (applicable only to new applicants for listing ____________________________________________________________________________________
FF018G The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 5E
VD - 2
8 that completion has taken place of the purchase by the Issuer of all property shown in the listing document to
holders of the Issuerrsquos securities dated helliphelliphelliphelliphelliphelliphelliphellipas having been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied
9 that the trust deeddeed poll relating to the said debt securities has been completed and executed and a copy has
been lodged with The Stock Exchange of Hong Kong Limited and that particulars thereof if so required by law have been filed with the Registrar of Companies
10 that all the sharesdebt securities of each class referred to above are in all respects identical (Note 1) 11 that no alterations have been made to the version of the listing document which has been reviewed by The Stock
Exchange of Hong Kong Limited and on which it has confirmed to the Issuer that it has no further comments other than in relation to the pricing of the issue or takeover offer number of securities figures depending on such information and correction of errors and
12 that all (if any) conditions contained in the formal letter granting listing of and permission to deal in the
securities have been fulfilled
Signed __________________________ Name __________________________
Director
Signed __________________________ Name __________________________
Secretary
For and on behalf of Name of Issuer _____________________
NOTES (1) ldquoIdenticalrdquo means in this contextmdash
(a) the securities are of the same nominal value with the same amount called up or paid up
(b) they are entitled to dividendinterest at the same rate and for the same period so that at the next ensuing distribution the dividendinterest payable per unit will amount to exactly the same sum (gross and net) and
(c) they carry the same rights as to unrestricted transfer attendance and voting at meetings and rank pari passu in all other respects
(2) This declaration should be signed for and on behalf of the Issuer by both a director and the secretary of the Issuer
Jun 2003VE - 1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
VE Form 7I - Sponsors declaration of compliance concerning a newapplicant
FF009G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 7I
VE - 1
APPENDIX 7
SPONSORrsquoS FORMS FORM I
[letterhead of sponsor]
Sponsorrsquos Declaration of Compliance concerning a New Applicant
Case Number
This declaration must be lodged duly completed prior to the commencement of dealing of the securities of the new applicant To The Listing Division
The Stock Exchange of Hong Kong Limited
Date Dear Sirs Re Sponsors declaration of compliance concerning a new applicant We being Sponsor to [Name of new applicant] hereby declare to the best of our knowledge and belief having made due and careful enquiries thatmdash (1) Offers for Subscription and Offers for Sale
The securities have been allotted as followsmdash No of allotees No of securities allotted
FF009G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 7I
VE - 2
(2) Placings
The securities have been placed as followsmdash No of allotees No of securities allotted
(3) At the time of listing there will be holders of the securities in the hands of the public (including
those whose securities are held through CCASS) (4) [ ] of the securities are in the hands of the public in accordance with rule 1123 of The Rules
Governing the Listing of Securities on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (ldquothe GEM Listing Rulesrdquo) and
(5) All of the provisions of the GEM Listing Rules insofar as applicable and required to be fulfilled prior to
the grant of listing have been complied with and we confirm that we have complied with all of the requirements laid down in Chapter 6A of the GEM Listing Rules concerning the application for listing
Yours faithfully Signed Name (Principal) For and on behalf of Name of Sponsor
Note If there is more than one class of securities listed appropriate adaptations of paragraphs 1 2 and 3 of
this declaration should be made
DU002G
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Nov 2008 VF - 1
NEW LISTING APPLICATION (EQUITY) ndash GEM VF Note to directorrsquos and supervisorrsquos declaration undertaking and
acknowledgement
A new listing applicant whose listing document is issued on or after 1 January 2009 should file with the Exchange a declaration undertaking and acknowledgement in the form annexed duly signed by each directorsupervisor and proposed directorsupervisor namely DU003G Form 6A ndash Directorrsquos Declaration Undertaking and Acknowledgement DU004G Form 6B - Directorrsquos Declaration Undertaking and Acknowledgement
(PRC Issuer) DU005G Form 6C - Supervisorrsquos Declaration Undertaking and Acknowledgement
(PRC Issuer) For details please refer to item 50 of ldquoFrequently Asked Questions on Rule Amendments relating to the 2008 Combined Consultation (effective 1 January 2009)rdquo published on the HKEx website at httpwwwhkexcomhklistingsuppmatfaqcc200811doc
DU003G
DIRECTORrsquoS AND SUPERVISORrsquoS FORMS 董事及監事的表格
Page 1 of 10
第 1 頁共 10 頁
A6a 0109
Form A A表格
Directorrsquos Declaration Undertaking and Acknowledgement 董事的聲明承諾及確認
Part 1 第一部分
DECLARATION 聲明
1 State- in in 請填報 English Chinese 英文 中文 (a) present surname and any former surname(s) 現時姓氏及任何前度姓氏
(b) alias if any 別名如有
(c) present forename(s) and any former forename(s) 現時名字及任何前度名字
(d) date of birth 出生日期
(e) residential address 住址 (f) nationality and former nationality if any 國籍及前度國籍如有
(g) (i) Hong Kong ID card number 香港身份證號碼
(ii) in the case of a non-Hong Kong ID cardholder passport number or any identification document number and name of issuing authority 如為非香港身份證持有人請列明護照號碼或 任何身份識別文件號碼以及簽發機構名稱
(h) name of issuer (ie the new applicant listed issuer) 發行人(新申請人 上市發行人)名稱
As set out in the Hong Kong ID card or any relevant identification document referred to in 1(g)
above 香港身份證或上文1(g) 所述的任何有關身份識別文件上所示者
DU003G
Page 2 of 10
第 2 頁共 10 頁
A6a 0109
2 The relevant document that sets out my personal details in the manner described in paragraph 41
of Appendix 1A or rule 1750(2) as the case may be of the Rules Governing the Listing of
Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited from
time to time in force (the ldquoGEM Listing Rulesrdquo) is
按不時生效的《香港聯合交易所有限公司創業板證券上市規則》(《創業板上市規則》)
附錄一A第41段或第 1750(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關
文件為
(Tick as appropriate)
(請在適當方格內加上 radic 號)
In the case of new applicant
如屬新申請人
the listing document dated helliphelliphelliphelliphelliphelliphelliphelliphellip which has been duly registered with
the Companies Registry
日期為helliphelliphelliphelliphelliphellip年helliphelliphellip 月helliphelliphellip 日並已正式在公司註冊處登記的上市文件
In the case of listed issuer
如屬上市發行人
the announcement dated helliphelliphelliphelliphelliphelliphellip by the issuer as required under GEM Listing
Rule 1750(2) with regard to my appointment as a director of the issuer
發行人按《創業板上市規則》第1750(2)條的規定就委任本人為發行人董事的公
告 公告日期為helliphelliphelliphelliphelliphellip年helliphelliphellip 月helliphelliphellip 日
DU003G
Page 3 of 10
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A6a 0109
Part 2 第二部分
UNDERTAKING AND ACKNOWLEDGEMENT 承諾及確認
The particulars referred to in this Part 2 are-
此第二部分所述的資料為
(a) in the exercise of my powers and duties as a director
of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip(Insert the name of the issuer) I the undersigned
shall-
在行使 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip(填入發行人名字)董事的權力及職責
時 本人(簽署人)須
(i) comply to the best of my ability with the Rules Governing the Listing of
Securities on the Growth Enterprise Market of The Stock Exchange of Hong
Kong Limited from time to time in force (the ldquoGEM Listing Rulesrdquo)
盡力遵守不時生效的《香港聯合交易所有限公司創業板證券上巿規則》
(《創業板上巿規則》)
(ii) use my best endeavours to procure that the issuer shall so comply and
盡力促使發行人遵守《創業板上巿規則》及
(iii) use my best endeavours to procure that any alternate of mine shall so comply
盡力促使本人的任何替任人遵守《創業板上巿規則》
(b) I shall in the exercise of my powers and duties as a director of the issuer comply to the
best of my ability with the Companies Ordinance the Securities and Futures Ordinance
the Code on Takeovers and Mergers the Code on Share Repurchases and all other
securities laws and regulations from time to time in force in Hong Kong and I shall use
my best endeavours to procure that the issuer shall so comply
本人在行使發行人董事的權力及職責時將盡力遵守《公司條例》《證券及期貨
條例》《公司收購及合併守則》《股份購回守則》及香港所有其他不時生效的
有關證券的法例及規例本人並會盡力促使發行人遵守上述各項
DU003G
Page 4 of 10
第 4 頁共 10 頁
A6a 0109
(c) I shall
本人將
(i) provide to the Exchange as soon as possible or otherwise in accordance with
time limits imposed by the Exchange
盡快或根據本交易所設定的時限向本交易所提供以下資料及文件
(1) any information and documents that the Exchange reasonably considers
appropriate to protect investors or ensure the smooth operation of the
market and
本交易所合理地認為可保障投資者或確保市場運作暢順的任何資料
及文件及
(2) any other information and documents or explanation that the Exchange
may reasonably require for the purpose of verifying compliance with the
GEM Listing Rules and
本交易所可為核實是否有遵守《創業板上市規則》事宜而合理地要
求的任何其他資料及文件或解釋及
(ii) cooperate in any investigation conducted by the Listing Division (as such term is
defined in rule 101 of the GEM Listing Rules) andor the GEM Listing
Committee (as such term is defined in rule 101 of the GEM Listing Rules) of
The Stock Exchange of Hong Kong Limited including answering promptly and
openly any questions addressed to me promptly producing the originals or copies
of any relevant documents and attending before any meeting or hearing at which
I am requested to appear
在香港聯合交易所有限公司上巿科(按《創業板上市規則》第101條界定) 及
或創業板上巿委員會(按《創業板上市規則》第101條界定)所進行的任何
調查中給予合作包括及時及坦白地答覆向本人提出的任何問題及時地
提供任何有關文件的正本或副本並出席本人被要求出席的任何會議或聽
證會
DU003G
Page 5 of 10
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A6a 0109
(d) I shall for so long as I remain a director of the issuer and for a further period of 3 years
from the date on which I cease to be a director of the issuer inform The Stock Exchange
of Hong Kong Limited by notice in writing to the Executive Director of the Listing
Division of any change to my contact address for correspondence from and service of
notices and other documents by The Stock Exchange of Hong Kong Limited as soon as
reasonably practicable and in any event within 28 days of such change I acknowledge
and agree that a document or notice for whatever purposes including but not limited to
the service of notice of disciplinary proceedings shall be deemed to have been validly
and adequately served on me by The Stock Exchange of Hong Kong Limited when the
document or notice is served personally on me or is sent by post or facsimile to the
address I provide to The Stock Exchange of Hong Kong Limited I agree and
acknowledge that I am responsible for keeping The Stock Exchange of Hong Kong
Limited informed of my up-to-date contact address I acknowledge that if I fail to
provide The Stock Exchange of Hong Kong Limited with my up-to-date contact address
or arrange for notices documents or correspondence to be forwarded to me I may not be
alerted to any proceedings commenced against me by The Stock Exchange of Hong Kong
Limited
在本人出任發行人董事期間以至辭去發行人董事職務之日起計三年內若本人用以
接收香港聯合交易所有限公司發出的書信送達的通知書及其他文件的聯絡地址有
任何變動本人將會在合理可行的情況下盡快及在任何情況下於有關變動出現後28
日內向上市科主管發出書面通知知會香港聯合交易所有限公司有關變動本人
確認及同意若有任何文件或通知(不論其目的包括(但不限於)送達紀律程序
的通知)以面交本人的方式或以郵寄或傳真的方式送達本人向香港聯合交易所有
限公司提供的地址該文件或通知即被視為香港聯合交易所有限公司已有效及充分
地送達本人本人同意及確認本人有責任向香港聯合交易所有限公司提供本人最
新的聯絡地址本人確認若本人未能向香港聯合交易所有限公司提供本人最新的
聯絡地址或未有為送呈本人的通知文件或書信提供轉送安排本人可能會不知
悉香港聯合交易所有限公司向本人展開的任何程序
DU003G
Page 6 of 10
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A6a 0109
(e) I hereby give my irrevocable authority to the Executive Director of the Listing Division
or to any person authorised by him to disclose any of the foregoing particulars given by
me to members of the GEM Listing Committee and with the approval of the Chairman or
a Deputy Chairman of The Stock Exchange of Hong Kong Limited to such other persons
as the said Executive Director of the Listing Division may from time to time think fit and
本人茲授予上市科主管(或獲其授權的任何人士)不可撤回的權力讓他將本人提
供的上述資料向創業板上巿委員會委員披露並在香港聯合交易所有限公司主席或
一位副主席批准的情況下向上巿科主管不時認為適當的其他人士披露及
(f) I hereby submit to the jurisdiction of The Stock Exchange of Hong Kong Limited in
respect of all matters relevant to the GEM Listing Rules
本人在此接受香港聯合交易所有限公司就有關《創業板上市規則》各方面的管轄
I helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [Insert Chinese name if any]
本人 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [請填上中文姓名(如 有)]
(i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of
this Form A and in the document referred to in Part 1(2) of this Form A are true
complete and accurate that I accept responsibility for the truthfulness accuracy and
completeness of the foregoing particulars that I have not made any statements or
omissions which would render such particulars untrue or misleading that I understand
the possible consequences of giving information which is false or misleading in a
material particular including those as set forth in Note (1) hereto and that I understand
that The Stock Exchange of Hong Kong Limited may rely upon the foregoing particulars
in assessing my suitability to act as a director of the issuer and
謹以至誠鄭重聲明在本A表格第一部分(1)及本A表格第一部分(2)所述文件所示有
關本人的所有詳細資料均為真實完整及準確且本人對上述資料的真實性準確
性及完整性承擔責任而本人亦無作出任何聲明或遺漏致使有關資料不真實或具
誤導性本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本
表格附註1所載內容)本人並明白香港聯合交易所有限公司或會倚賴上述資料
來評估本人是否適合出任發行人董事及
DU003G
Page 7 of 10
第 7 頁共 10 頁
A6a 0109
(ii) undertake with The Stock Exchange of Hong Kong Limited in the terms set out in Part 2
of this Form A
按本A表格第二部分所載的條款向香港聯合交易所有限公司作出承諾
Signature簽署 ____________________________________________
Name of director董事姓名 __________________________________
Hong Kong ID Card Number 香港身份證號碼__________________________________________
Dated日期 ____________________________________________
Certified as the true signature of________________________________ 由以下人士證明上述簽署為___________________________的真實簽署
By
Signature (Secretary Director) 簽 署(秘 書 董事)_____________________________________
Name (Secretary Director)
姓 名(秘 書 董事) ____________________________________
In the case of a non-Hong Kong ID cardholder state the passport number or any
identification document number and name of issuing authority
如為非香港身份證持有人請列明護照號碼或任何身份識別文件號碼以及簽發
機構名稱
DU003G
Page 8 of 10
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A6a 0109
Part 3
第三部分
(A) If the issuer is a new applicant the following sponsorrsquos certification must be completed- 如發行人為新申請人下列的保薦人證明亦須填報
SPONSORS CERTIFICATION
保薦人證明
We helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip are the sponsor for the issuer
appointed for the purpose referred to in GEM Listing Rule 6A02 and have offices located
athelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
We hereby certify that we have read the particulars provided by helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
[Insert name of director] in and any document referred to in Part 1 (1) and (2) of this Form A and we
are not aware of any information that would lead a reasonable person to inquire further concerning
the truthfulness completeness or accuracy of any of the particulars so provided
我們 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip 乃為《創業板上巿規則》第6A02條所提及的
目的而委任的發行人的保薦人 辦 事 處 設 於helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip我 們 茲 證 明 我 們 已 閱 讀
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[填入董事的姓名]在A表格第一部份(1)及(2)所作及所
述任何文件內作出的回答我們並不知悉任何資料足以使一名合理的人士就如此填報的
資料的真實性完整性及準確性作進一步的查詢
Executed this helliphelliphelliphelliphellipday ofhelliphelliphelliphelliphelliphelliphelliphelliphellip 20helliphelliphellip inhelliphelliphelliphelliphelliphelliphelliphellip
本證明於 20helliphelliphellip 年helliphelliphelliphellip 月helliphelliphellip 日在 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip簽立
(Signed簽署 ) helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
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A6a 0109
(B) The following solicitorrsquos certification must be completed whenever this Form A is required to be lodged with The Stock Exchange of Hong Kong Limited- 按規定須向香港聯合交易所有限公司呈報本A表格的均須填報下列律師證明
SOLICITORS CERTIFICATION
律師證明
We helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip are a firm of solicitors
qualified to advise on Hong Kong law with offices located athelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipWe hereby certify that we have explained all applicable requirements and procedures for completing and executing this Form A and the documents referred to in this Form A and the possible consequences of making any false declaration
or giving false information to helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [Insert name of director]
Further we hereby certify thathelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[Insert name of director] has acknowledged to us that he she understands the foregoing
我們helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip為一家有資格就香港法律提供意見的律師行辦
事處設於 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
我們茲證明我們已向helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[填入董事的姓名]解釋填報及
簽立本A表格及本A表格所指的文件的所有適用規定和程序以及作出任何虛假聲明或提供虛
假信息所可能引致的後果此外我們茲證明 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[填入董事的姓
名]已向我們承認其了解上述各項
Executed this helliphelliphelliphelliphellipday ofhelliphelliphelliphelliphelliphelliphelliphelliphellip 20helliphelliphellip inhelliphelliphelliphelliphelliphelliphelliphellip
本證明於 20helliphelliphellip 年helliphelliphelliphellip 月helliphelliphellip 日在 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip簽立
(Signed簽署) helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
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A6a 0109
Notes附註
(1) The failure of any person required to lodge this Form A to complete Part 1 of this Form A truthfully completely and accurately or the failure to execute Part 2 of this Form A or to observe any of the undertakings made under that Part constitutes a breach of the GEM Listing Rules In addition every director of the issuer supplying information sought or referred to in this Form A should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the ldquorelevant provisionsrdquo (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance Cap 571) and is likely to be relied upon by the Exchange In relation to this you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance If you have any queries you should consult the Exchange or your professional adviser immediately
按規定須呈交本A表格的任何人士若未能真實完整及準確地填妥本A表格第一部分或未能簽立本表格第二部分又或未能遵守該部分所作的任何承諾均構成違反《創業板上市規則》此外凡提供本A表格所要求或所述資料的發行人董事均應注意該等資料構成本意是為遵守「有關條文」(定義見香港法例第 571章《證券及期貨條例》附表1第 1部)項下關於提供資料的規定而向本交易所提供的資料本交易所或會依賴該等資料就此閣下應注意根據《證券及期貨條例》第384條在要項上向本交易所提供虛假或具誤導性的資料有關人士即屬犯法會遭檢控若閣下有任何疑問應立即諮詢本交易所或閣下的專業顧問
(2) To the extent that this form is required to be signed by the sponsor the Exchange expects that it
would usually be signed by the Principal(s) who has have been most actively involved in the work undertaken by the sponsor However irrespective of who signs this form on behalf of the sponsor the Management (as defined in the Commissionrsquos Guidelines for Sponsors and Compliance Advisers) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the Commissionrsquos Guidelines for Sponsors and Compliance Advisers
就保薦人須按規定簽署本表格而言本交易所預期通常由最積極參與保薦人工作的主事人簽署然而不論是誰代表保薦人簽署本表格保薦人的【管理人員】(定義見證監會的《適用於保薦人和合規顧問的指引》)將最終負責監察保薦人公司進行的工作及有關工作的質素保證本交易所提醒保薦人其有責任設置有效的內部系統及監控以及作適當的監察及監督其中包括(但不限於)其在證監會的《適用於保薦人和合規顧問的指引》下的責任
DU004G
DIRECTORrsquoS AND SUPERVISORrsquoS FORMS 董事及監事的表格
Page 1 of 10
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A6b 0109
Form B B表格
Directorrsquos Declaration Undertaking and Acknowledgement (PRC Issuer) 董事的聲明承諾及確認 (適用於中國發行人)
Part 1 第一部分
DECLARATION 聲明
1 State- in in 請填報 English Chinese 英文 中文
(a) present surname and any former surname(s)
現時姓氏及任何前度姓氏
(b) alias if any 別名如有
(c) present forename(s) and any former forename(s) 現時名字及任何前度名字
(d) date of birth 出生日期
(e) residential address 住址
(f) nationality and former nationality if any 國籍及前度國籍如有
(g) (i) Hong Kong ID card number 香港身份證號碼
(ii) in the case of a non-Hong Kong ID cardholder passport number or any identification document number and name of issuing authority 如為非香港身份證持有人請列明護照號碼或 任何身份識別文件號碼以及簽發機構名稱
(h) name of issuer (ie the new applicant listed issuer)
發行人(新申請人 上市發行人)名稱
As set out in the Hong Kong ID card or any relevant identification document referred to in 1(g) above 香港身份證或上文 1(g)所述的任何有關身份識別文件上所示者
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A6b 0109
2 The relevant document that sets out my personal details in the manner described in paragraph 41 of
Appendix 1A or rule 1750(2) as the case may be of the Rules Governing the Listing of Securities
on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited from time to time in
force (the ldquoGEM Listing Rulesrdquo) is
按不時生效的《香港聯合交易所有限公司創業板證券上市規則》(《創業板上市規則》)附錄
一 A第 41段或第1750(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關 文件
為
(Tick as appropriate)
(請在適當方格內加上radic 號)
In the case of new applicant
如屬新申請人
the listing document dated helliphelliphelliphelliphelliphelliphelliphelliphelliphellipwhich has been duly registered with
the Companies Registry
日期為 helliphelliphelliphellip年 helliphellip月 helliphellip日 並已正式在公司註冊處登記的上市文件
In the case of listed issuer
如屬上市發行人
the announcement dated helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip by the issuer as required
under GEM Listing Rule 1750(2) with regard to my appointment as a director of the issuer
發行人按《創業板上市規則》第1750(2)條的規定就委任本人為發行人董事的公告
公告日期為helliphelliphelliphellip年 helliphellip月 helliphellip日
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A6b 0109
Part 2 第二部分
UNDERTAKING AND ACKNOWLEDGEMENT 承諾及確認
The particulars referred to in this Part 2 are-
此第二部分所述的資料為
(a) in the exercise of my powers and duties as a director of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip(Insert the
name of the issuer) I the undersigned shall-
在行使 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip(填入發行人名字)董事的權力及職責時 本
人(簽署人)須
(i) comply to the best of my ability with the Rules Governing the Listing of Securities on the
Growth Enterprise Market of The Stock Exchange of Hong Kong Limited from time to time in
force (the GEM Listing Rules) and all applicable laws rules regulations and normative
statements from time to time in force in the PRC relating to the governing operation conduct
or regulation of public companies in the PRC or elsewhere
盡力遵守不時生效的《香港聯合交易所有限公司創業板證券上巿規則》(《創業板上巿
規則》)及不時生效的所有關於中國或其他地方的公眾公司的管轄運作行為或監
管事宜的適用中國法律規則規例及規範聲明
(ii) comply to the best of my ability with the provisions of the issuers articles of association
(including all provisions regarding the duties of directors) and cause the issuer to act at all times
in accordance with its articles of association
盡力遵守發行人的公司章程的規定(包括有關董事職責的一切規定)並促使發行人在
任何時候均按照其公司章程而行事
(iii) use my best endeavours to cause the issuer to comply with the GEM Listing Rules
盡力促使發行人遵守《創業板上巿規則》
(iv) inform The Stock Exchange of Hong Kong Limited forthwith and in writing at any time while I
am a director of the issuer (or within 12 months of my ceasing to be a director of the issuer) of
any administrative or governmental notice or proceeding alleging a breach by the issuer or any
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A6b 0109
of its subsidiaries or directors of any applicable laws rules regulations or normative statements
in force in the PRC relating to the governing operation conduct or regulation of public
companies
在本人擔任發行人的董事的任何期間(或本人停止擔任發行人的董事後的十二個月
內)如有行政或政府部門的通知或涉及任何程序指稱發行人或其任何附屬公司或董
事違反有關公眾公司的管轄運作行為或監管事宜而不時生效的任何適用的中國法
律規則規例或規範聲明立即通知並以書面通知香港聯合交易所有限公司
(v) comply to the best of my ability with the Companies Ordinance the Securities and Futures
Ordinance the Code on Takeovers and Mergers the Code on Share Repurchases and all other
relevant securities laws and regulations from time to time in force in Hong Kong and I shall
use my best endeavours to procure the issuer to so comply and
盡力遵守《公司條例》《證券及期貨條例》《公司收購及合併守則》《股份購回
守則》及香港所有其他不時生效的有關證券的法例與規例本人並會盡力促使發行人遵
守上述各項及
(vi) use my best endeavours to procure that any alternate of mine shall so comply
盡力促使本人的任何替任人遵守上述各項
(b) I shall
本人將
(i) provide to the Exchange as soon as possible or otherwise in accordance with time limits
imposed by the Exchange
盡快或根據本交易所設定的時限向本交易所提供以下資料及文件
(1) any information and documents that the Exchange reasonably considers appropriate to
protect investors or ensure the smooth operation of the market and
本交易所合理地認為可保障投資者或確保市場運作暢順的任何資料及文件及
(2) any other information and documents or explanation that the Exchange may reasonably
require for the purpose of verifying compliance with the GEM Listing Rules and
本交易所可為核實是否有遵守《創業板上市規則》事宜而合理地要求的任何其他
資料及文件或解釋及
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A6b 0109
(ii) cooperate in any investigation conducted by the Listing Division (as such term is defined in rule
101 of the GEM Listing Rules) andor the GEM Listing Committee (as such term is defined
in rule 101 of the GEM Listing Rules) of The Stock Exchange of Hong Kong Limited
including answering promptly and openly any questions addressed to me promptly producing
the originals or copies of any relevant documents and attending before any meeting or hearing
at which I am requested to appear
在香港聯合交易所有限公司上巿科(按《創業板上市規則》第101條界定)及 或創業
板上巿委員會(按《創業板上市規則》第101條界定)所進行的任何調查中給予合作
包括及時及坦白地答覆向本人提出的任何問題及時地提供任何有關文件的正本或副
本並出席任何本人被要求出席的會議或聽證會
(c) I hereby give my irrevocable authority to the Executive Director of the Listing Division or to any
person authorised by him to disclose any of the foregoing particulars given by me to members of the
GEM Listing Committee and with the approval of the Chairman or a Deputy Chairman of The Stock
Exchange of Hong Kong Limited to such other persons as the said Executive Director of the Listing
Division may from time to time think fit
本人茲授予上市科主管(或獲其授權的任何人士)不可撤回的權力讓他將本人提供的上述資
料向創業板上巿委員會委員披露並在香港聯合交易所有限公司主席或一位副主席批准的情況
下向上巿科主管不時認為適當的其他人士披露
(d) I shall for so long as I remain a director of the issuer and for a further period of 3 years from the date on
which I cease to be a director of the issuer inform The Stock Exchange of Hong Kong Limited by
notice in writing to the Executive Director of the Listing Division of any change to my contact address
for correspondence from and service of notices and other documents by The Stock Exchange of Hong
Kong Limited as soon as reasonably practicable and in any event within 28 days of such change I
acknowledge and agree that a document or notice for whatever purposes including but not limited to
the service of notice of disciplinary proceedings shall be deemed to have been validly and adequately
served on me by The Stock Exchange of Hong Kong Limited when the document or notice is served
personally on me or is sent by post or facsimile to the address I provide to The Stock Exchange of Hong
Kong Limited I agree and acknowledge that I am responsible for keeping The Stock Exchange of Hong
Kong Limited informed of my up-to-date contact address I acknowledge that if I fail to provide The
Stock Exchange of Hong Kong Limited with my up-to-date contact address or arrange for notices
documents or correspondence to be forwarded to me I may not be alerted to any proceedings
commenced against me by The Stock Exchange of Hong Kong Limited and
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A6b 0109
在本人出任發行人董事期間以至辭去發行人董事職務之日起計三年內若本人用以接收香港聯
合交易所有限公司發出的書信送達的通知書及其他文件的聯絡地址有任何變動本人將會在
合理可行的情況下盡快及在任何情況下於有關變動出現後28日內向上市科主管發出書面通
知知會香港聯合交易所有限公司有關變動本人確認及同意若有任何文件或通知(不論其
目的包括( 但不限於) 送達紀律程序的通知)以面交本人的方式或以郵寄或傳真的方式送達
本人向香港聯合交易所有限公司提供的地址該文件或通知即被視為香港聯合交易所有限公司
已有效及充分地送達本人本人同意及確認本人有責任向香港聯合交易所有限公司提供本人
最新的聯絡地址本人確認若本人未能向香港聯合交易所有限公司提供本人最新的聯絡地
址或未有為送呈本人的通知文件或書信提供轉送安排本人可能會不知悉有關香港聯合交
易所有限公司向本人展開的任何程序及
(e) I hereby submit to the jurisdiction of The Stock Exchange of Hong Kong Limited in respect of all
matters relevant to the GEM Listing Rules
本人在此接受香港聯合交易所有限公司就有關《創業板上市規則》各方面的管轄
I helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[Insert Chinese name if any]
本人 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [請填上中文姓名(如 有)]
(i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form B and
in the document referred to in Part 1(2) of this Form B are true complete and accurate that I accept
responsibility for the truthfulness accuracy and completeness of the foregoing particulars that I have
not made any statements or omissions which would render such particulars untrue or misleading
that I understand the possible consequences of giving information which is false or misleading in a
material particular including those as set forth in Note (1) hereto and that I understand that The Stock
Exchange of Hong Kong Limited may rely upon the foregoing particulars in assessing my suitability to
act as a director of the issuer and
謹以至誠鄭重聲明在本B表格第一部分(1)及本B表格第一部分(2)所述文件所示有關本人的所有
詳細資料均為真實完整及準確且本人對上述資料的真實性準確性及完整性承擔責任而
本人亦無作出任何聲明或遺漏致使有關資料不真實或具誤導性本人亦明白在要項上提供虛
假或具誤導性的資料可能引致的後果(包括本表格附註1所載內容)本人並明白香港聯合交
易所有限公司或會倚賴上述資料來評估本人是否適合出任發行人董事及
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A6b 0109
(ii) undertake and acknowledge with The Stock Exchange of Hong Kong Limited in the terms set out in Part
2 of this Form B
按本B表格第二部分所載的條款向香港聯合交易所有限公司作出承諾及確認
Signature簽署 ____________________________________________
Name of director董事姓名 __________________________________
Hong Kong ID Card Number 香港身份證號碼__________________________________________
Dated日期 ____________________________________________
Certified as the true signature of________________________________ 由 以 下 人 士 證 明 上 述 簽 署 為 ________________________ 的 真 實 簽 署
By
Signature (Secretary Director) 簽 署(秘 書 董事)____________________________________
Name (Secretary Director)
姓 名(秘 書 董事) ____________________________________
In the case of a non-Hong Kong ID cardholder state the passport number or any identification document number and name of issuing authority
如為非香港身份證持有人請列明護照號碼或任何身份識別文件號碼以及簽發機構名稱
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A6b 0109
Part 3
第三部分
(A) If the issuer is a new applicant the following sponsors certification must be completed -
如發行人為新申請人下列的保薦人證明亦須填報
SPONSORS CERTIFICATION
保薦人證明
We helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip are the sponsor for the issuer appointed
for the purpose referred to in GEM Listing Rule 6A02 and have offices located at helliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipWe hereby certify that we have read
the particulars provided byhelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [Insert name of director] in and any
document referred to in Part 1 (1) and (2) of this Form B and we are not aware of any information that
would lead a reasonable person to inquire further concerning the truthfulness completeness or accuracy
of any of the particulars so provided
我們 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip乃為《創業板上巿規則》第 6A02條
所提及的目的而委任的發行人的保薦人辦事處設於 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip 我 們 茲 證 明 我 們 已 閱 讀 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
[填入董事的姓名]在B表格第一部份(1)及(2)所作及所述任何文件內作出的回答我們並不知
悉任何資料足以使一名合理的人士就如此填報的資料的真實性完整性及準確性作進一步的
查詢
Executed this helliphelliphellip day of helliphelliphelliphelliphelliphelliphelliphellip 20helliphellip in helliphelliphelliphelliphelliphelliphelliphelliphellip
本證明於 20 helliphelliphellip 年 helliphelliphellip 月 helliphelliphellip 日在 helliphelliphelliphelliphelliphelliphelliphelliphelliphellip簽立
(Signed簽署) ________________________________
DU004G
Page 9 of 10
第 9 頁共 10 頁
A6b 0109
(B) The following solicitors certification must be completed whenever this Form B is required to be lodged
with The Stock Exchange of Hong Kong Limited-
按規定須向香港聯合交易所有限公司呈報本B表格的均須填報下列律師證明
SOLICITORS CERTIFICATION
律師證明
We helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip are a firm of solicitors qualified to
advise on Hong Kong law with offices located at helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipWe hereby certify that we have explained all applicable
requirements and procedures for completing and executing this Form B or the documents referred to in
this Form B and the possible consequences of making a false declaration or giving false information
to helliphelliphelliphelliphelliphelliphelliphelliphellip [Insert name of director] Further we hereby certify
that helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [Insert name of director] has acknowledged to us that he she
understands the foregoing
我們 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip 為一家有資格就香
港法律提供意見的律師行辦事處設於 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
我們茲證明我們已向helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[填入董事的姓名]解釋填報及簽立
本B表格及本B表格所指的文件的所有適用規定和程序以及作出虛假聲明或提供虛假信息所可
能引致的後果 此外 我們茲證明helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [填入董事的姓名]已向我
們承認其了解上述各項
Executed this helliphelliphelliphelliphellipday ofhelliphelliphelliphelliphelliphellip 20 helliphelliphelliphelliphellip in helliphelliphelliphelliphelliphellip
本證明於20 helliphelliphellip 年 helliphelliphellip 月 helliphelliphellip 日在 helliphelliphelliphelliphelliphelliphelliphellip 簽立
(Signed簽署) _________________________________
DU004G
Page 10 of 10
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A6b 0109
Notes附註 (1) The failure of any person required to lodge this Form B to complete Part 1 of this Form B truthfully
completely and accurately or the failure to execute Part 2 of this Form B or to observe any of the undertakings made under that Part constitutes a breach of the GEM Listing Rules In addition every director of the issuer supplying information sought or referred to in this Form B should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the ldquorelevant provisionsrdquo (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance Cap 571) and is likely to be relied upon by the Exchange In relation to this you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance If you have any queries you should consult the Exchange or your professional adviser immediately
按規定須呈交本B表格的任何人士若未能真實完整及準確地填妥本B表格第一部分或未能簽立本B表格第二部分又或未能遵守該部分所作的任何承諾均構成違反《創業板上市規則》此外凡提供本B表格所要求或所述資料的發行人董事均應注意該等資料構成本意是為遵守「有關條文」(定義見香港法例第 571章《證券及期貨條例》附表1第 1 部)項下關於提供資料的規定而向本交易所提供的資料本交易所或會依賴該等資料就此閣下應注意根據《證券及期貨條例》第384條在要項上向本交易所提供虛假或具誤導性的資料有關人士即屬犯法會遭檢控若閣下有任何疑問應立即諮詢本交易所或閣下的專業顧問
(2) To the extent that this form is required to be signed by the sponsor the Exchange expects that it would usually be signed by the Principal(s) who has have been most actively involved in the work undertaken by the sponsor However irrespective of who signs this form on behalf of the sponsor the Management (as defined in the Commissionrsquos Guidelines for Sponsors and Compliance Advisers) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the Commissionrsquos Guidelines for Sponsors and Compliance Advisers
就保薦人須按規定簽署本表格而言本交易所預期通常由最積極參與保薦人工作的主事人簽署然而不論是誰代表保薦人簽署本表格保薦人的【管理人員】(定義見證監會的《適用於保薦人和合規顧問的指引》)將最終負責監察保薦人公司進行的工作及有關工作的質素保證本交易所提醒保薦人其有責任設置有效的內部系統及監控以及作適當的監察及監督其中包括(但不限於)其在證監會的《適用於保薦人和合規顧問的指引》下的責任
DU005G
DIRECTORrsquoS AND SUPERVISORrsquoS FORMS
董事及監事的表格
FORM C C表格
Page 1 of 9
第 1 頁共 9 頁
A6c 0113
Supervisorrsquos declaration and undertaking and acknowledgement in respect of an issuer
incorporated in the Peoplersquos Republic of China (ldquoPRCrdquo)
監事的聲明承諾及確認 (適用於在中華人民共和國(「中 國」)註冊成立的發行人)
Part 1 第一部分
DECLARATION 聲明
1 State- in in 請填報 English Chinese 英文 中文
(a) present surname and any former surname(s)
現時姓氏及任何前度姓氏
(b) alias if any
別名如有
(c) present forename(s) and any former forename(s)
現時名字及任何前度名字
(d) date of birth
出生日期
(e) residential address
住址
(f) nationality and former nationality if any
國籍及前度國籍如有
(g) (i) Hong Kong ID card number
香港身份證號碼
(ii) in the case of a non-Hong Kong ID cardholder
passport number or any identification document
number and name of issuing authority
如為非香港身份證持有人請列明護照號碼或
任何身份識別文件號碼以及簽發機構名稱
(h) name of issuer (ie the new applicant listed issuer)
發行人(新申請人 上市發行人)名稱
As set out in the Hong Kong ID card or any relevant identification document referred to in 1(g) above
香港身份證或上文1(g)所述的任何有關身份識別文件上所示者
DU005G
Page 2 of 9
第 2 頁共 9 頁
A6c 0113
2 The relevant document that sets out my personal details in the manner described in paragraph 41 of
Appendix 1A or rule 1750(2) as the case may be of the Rules Governing the Listing of Securities on
the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited from time to time in force
(the ldquoGEM Listing Rulesrdquo) is
按不時生效的《香港聯合交易所有限公司創業板證券上市規則》(《創業板上市規則》)附錄
一A第41段或第 1750(2)條所述方式(視屬何情況而定)載有本人個人資 料的有關 文件
(Tick as appropriate)
(請在適當方格內加上radic 號)
In the case of new applicant
如屬新申請人
the listing document dated helliphelliphelliphelliphelliphelliphellip which has been duly registered with the
Companies Registry
日期為 helliphelliphelliphelliphelliphellip年 helliphelliphellip月helliphelliphellip 日 並已正式在公司註冊處登記的上市文件
In the case of listed issuer
如屬上市發行人
the announcement dated helliphelliphelliphelliphelliphelliphellip by the issuer as required under GEM Listing
Rule1750(2) with regard to my appointment as a supervisor of the issuer
發行人按《創業板上市規則》第1750(2)條的規定就委任本人為發行人監事的公告公告
日期為 helliphelliphelliphelliphelliphellip年 helliphelliphellip月helliphelliphellip 日
DU005G
Page 3 of 9
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A6c 0113
Part 2
第二部分
UNDERTAKING AND ACKNOWLEDGEMENT
承諾及確認
The particulars referred to in this Part 2 are-
此第二部分所述的資料為
1 in the exercise of my powers and duties as a supervisor of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
(Insert the name of the issuer) I the undersigned shall
在行使 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip(填入發行人名字)監事的權力及職責時
本人(簽署人)須
(a) comply to the best of my ability with all applicable laws rules regulations and normative
statements from time to time in force in the PRC relating to the responsibilities duties
and obligations of a supervisor in connection with the governing operation conduct or
regulation of public companies in the PRC or elsewhere
盡力遵守不時生效的所有關於監事對中國或其他地方的公眾公司的管轄運作行
為或監管的責任職責及義務的適用中國法律規則規例及規範聲明
(b) comply to the best of my ability with the provisions of the issuerrsquos articles of association
(including all provisions regarding the duties of supervisors) and cause the issuer and its
directors to act at all times in accordance with the issuerrsquos articles of association
盡力遵守發行人的公司章程的規定(包括有關監事職責的一切規定)並促使發行
人及其董事在任何時候均按照發行人的公司章程而行事
(c) use my best endeavours to cause the issuer and its directors to comply with the Rules
Governing the Listing of Securities on the Growth Enterprise Market of The Stock
Exchange of Hong Kong Limited from time to time in force (the ldquoGEM Listing Rulesrdquo)
the Code on Takeovers and Mergers the Code on Share Repurchases and all other
relevant securities laws and regulations from time to time in force in Hong Kong
DU005G
Page 4 of 9
第 4 頁共 9 頁
A6c 0113
盡力促使發行人及其董事遵守不時生效的《香港聯合交易所有限公司創業板證券上
巿規則》(《創業板上巿規則》)《公司收購及合併守則》《股份購回守則》
及香港所有其他不時生效的有關證券的法例及規例
(d) inform The Stock Exchange of Hong Kong Limited forthwith and in writing at any time
while I am a supervisor of the issuer of the initiation by the issuerrsquos supervisory
committee of legal proceedings against any director of the issuer
在本人擔任發行人的監事的任何期間如發行人的監事會對發行人的任何董事提出
法律程序立即通知及以書面通知香港聯合交易所有限公司
(e) comply to the best of my ability as if the same applied to me to the same extent as it does
to directors of the issuer with (a) Parts XIVA and XV of the Securities and Futures
Ordinance (b) rules 546 to 567 of the GEM Listing Rules relating to securities
transactions by directors (c) the Code on Takeovers and Mergers (d) the Code on Share
Repurchases and (e) all other relevant securities laws and regulations from time to time
in force in Hong Kong
盡力遵守下列條例及規則猶如該條例適用於本人程度上如同其適用於公司董事
般(a)《證券及期貨條例》第XIVA及XV部(b) 《創業板上巿規則》第546至
567條有關董事進行證券交易的規定(c) 《公司收購及合併守則》(d)《股份購
回守則》以及(e) 香港所有其他不時生效的有關證券法例與規例
(f) use my best endeavours to procure that any alternate of mine shall so comply
盡力促使本人的任何替任人遵守上述各項
(g) I hereby give my irrevocable authority to the Executive Director of the Listing Division
(as such term is defined in rule 101 of the GEM Listing Rules) or to any person
authorised by him to disclose any of the foregoing particulars given by me to members
of the GEM Listing Committee (as such term is defined in rule 101 of the GEM Listing
Rules) and with the approval of the Chairman or a Deputy Chairman of The Stock
Exchange of Hong Kong Limited to such other persons as the said Executive Director of
the Listing Division may from time to time think fit and
DU005G
Page 5 of 9
第 5 頁共 9 頁
A6c 0113
本人茲授予上市科主管(按《創業板上市規則》第101條界定)(或獲其授權的任
何人士)不可撤回的權力讓他將本人提供的上述資料向創業板上巿委員會(按
《創業板上市規則》第101條界定)委員披露並在香港聯合交易所有限公司主席
或一位副主席批准的情況下向上巿科主管不時認為適當的其他人士披露及
(h) I will for so long as I remain a supervisor of the issuer and for the further period of 3
year from the date on which I cease to be a supervisor of the issuer inform the Stock
Exchange of Hong Kong Limited by notice in writing to the Executive Director of the
Listing Division of any change to my residential address as set out in Part 1 of this Form
as soon as reasonably practicable and in any event within 1 month of my so changing
residence for the purpose of facilitating correspondence with the Exchange and
在本人擔任發行人監事期間及本人不再擔任發行人監事之日起計三年內如本人於
本表格第一部分所填報的住址有任何更改本人會在合理可行的情況下盡快而無論
如何於本人更改住址後一個月內以書面通告形式通知上市科主管以便與交易所
進行函件往來及
2 I acknowledge and agree thatmdash
本人承認及同意
(a) a document or notice shall be deemed to have been served on me by The Stock Exchange
of Hong Kong Limitedmdash
由香港聯合交易所有限公司送交本人的文件或通告在以下情況被視作送達
(i) when it is served personally on me or
專人送遞予本人或
(ii) by sending a copy of it by post or by facsimile to me at my usual or last known
residential or business address or at the address notified by me in Part 1 of this
Form or at the address notified by me in accordance with paragraph 1 (h) of Part
2 of this Form or
DU005G
Page 6 of 9
第 6 頁共 9 頁
A6c 0113
以郵遞或傳真方式送交本人的慣敘或最後為香港聯合交易所所知的住宅或
營業地址或由本人於本表格第一部分通知的地址或由本人根據本表格
第二部分1(h)段通知的地址或
(iii) if there is a letter box for the address in question by inserting through the letter
box a copy of the document or notice enclosed in a sealed envelope addressed to
me
如有關地址設有信箱把內附該文件或通告的密封信封(而信封上又註明
是致本人的)投入信箱內
(b) the date of service shall be deemed to be the second business day (or in the case of an
overseas address the tenth business day) after the date on which the copy was sent to or
as the case may be inserted through the letter box for the address in question and
上述文件或通告被寄往該地址或(視乎情況而定)被投入該地址的信箱內的日期後
的第二個營業日(或如屬海外地址則第十個營業日)將被視為送達日期及
(c) as the case may be in proving service it shall be sufficient to show that the envelope
containing the notice was addressed to me at the address in question and had stamps or
postage of sufficient value thereon to ensure that the same could be sent by post and
要證明文件已被送達只須證明載有該通告的信封乃寄致本人收啟且被寄往有關
地址及貼有足夠郵票或已付上足夠郵資以確保可用郵遞寄出及
(d) for the avoidance of doubt in the event I change my residential or business address and
fail to inform The Stock Exchange of Hong Kong Limited of any new address pursuant to
paragraph 1 (h) of Part 2 of this Form any document or notice served upon me at my
former residential address or business address in accordance with this paragraph shall
nevertheless be deemed to have been validly served upon me for all purposes
為釋疑起見倘若本人更改本人的住宅或營業地址而並未根據本表格第二部分1(h)
段通知香港聯合交易所有限公司本人的新地址則根據本段送往本人前度住址或營
業地址的任何文件或通告就各方面而言仍將被視作有效送達本人論
DU005G
Page 7 of 9
第 7 頁共 9 頁
A6c 0113
I hereby submit to the jurisdiction of The Stock Exchange of Hong Kong Limited in respect of all
matters relevant to the GEM Listing Rules
本人在此接受香港聯合交易所有限公司就有關《創業板上市規則》各方面的管轄
I helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip [Insert Chinese name if any]
本人 helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip[請填上中文姓名(如有)]
(i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of
this Form C and in the document referred to in Part 1(2) of this Form C are true
complete and accurate that I accept responsibility for the truthfulness accuracy and
completeness of the foregoing particulars that I have not made any statements or
omissions which would render such particulars untrue or misleading that I understand
the possible consequences of giving information which is false or misleading in a
material particular including those as set forth in Note hereto and that I understand that
The Stock Exchange of Hong Kong Limited may rely upon the foregoing particulars in
assessing my suitability to act as a supervisor of the issuer and
謹以至誠鄭重聲明在本C表格第一部分(1)及本C表格第一部分(2)所述文件所示
有關本人的所有詳細資料均為真實完整及準確且本人對上述資料的真實性準
確性及完整性承擔責任而本人亦無作出任何聲明或遺漏致使有關資料不真實或
具誤導性本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括
本表格附註所載內容)本人並明白香港聯合交易所有限公司或會倚賴上述資料
來評估本人是否適合出任發行人監事及
DU005G
Page 8 of 9
第 8 頁共 9 頁
A6c 0113
(ii) undertake and acknowledge with The Stock Exchange of Hong Kong Limited in the
terms set out in Part 2 of this Form C
按本 C 表格第二部分所載的條款向香港聯合交易所有限公司作出承諾及確認
Signature簽署 _________________________________________________
Name of supervisor監事姓名 _____________________________________
Hong Kong ID Card Number
香港身份證號碼________________________________________
Dated日期 _____________________________________________________
Certified as the true signature of_______________________________________
由以下人士證明上述簽署為_______________________________的真實簽署
By
Signature (Secretary Director)
簽 署(秘 書 董事)___________________________________________
Name (Secretary Director)
姓 名(秘 書 董事)___________________________________________
In the case of a non-Hong Kong ID cardholder state the passport number or any identification document number and name of issuing authority
如為非香港身份證持有人請列明護照號碼或任何身份識別文件號碼以及簽發機構名稱
DU005G
Page 9 of 9
第 9 頁共 9 頁
A6c 0113
Note 附註 The failure of any person required to lodge this Form C to complete Part 1 of this Form C
truthfully completely and accurately or the failure to execute Part 2 of this Form C or to
observe any of the undertakings made under that Part constitutes a breach of the GEM
Listing Rules In addition every supervisor of the issuer supplying information sought or
referred to in this Form C should note that such information constitutes information which
is provided to the Exchange in purported compliance with a requirement to provide
information under the ldquorelevant provisionsrdquo (as defined in Part 1 of Schedule 1 to the
Securities and Futures Ordinance Cap 571) and is likely to be relied upon by the Exchange
In relation to this you should be aware that giving to the Exchange any information which is
false or misleading in a material particular will render the relevant person liable for
prosecution for an offence under section 384 of the Securities and Futures Ordinance If you
have any queries you should consult the Exchange or your professional adviser immediately
按規定須呈交本C表格的任何人士若未能真實完整及準確地填妥本C表格第一部
分或未能簽立本C表格第二部分又或未能遵守該部分所作的任何承諾均構成違反
《創業板上市規則》此外凡提供本C表格所要求或所述資料的發行人監事均應注
意該等資料構成本意是為遵守「有關條文」(定義見香港法例第 571章《證券及期
貨條例》附表1第1部)項下關於提供資料的規定而向本交易所提供的資料本交易所
或會依賴該等資料就此 閣下應注意根據《證券及期貨條例》第384條在要項
上向本交易所提供虛假或具誤導性的資料有關人士即屬犯法會遭檢控若閣下有
任何疑問應立即諮詢本交易所或閣下的專業顧問
Jan 2005 VI-1
Growth Enterprise Market
The Stock Exchange of Hong Kong Ltd(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
NEW LISTING APPLICATION (EQUITY) - GEM
VI Documents to be submitted before initial listing A Form 7H ndash Compliance Adviserrsquos declaration of interests B Form 7M ndash Compliance Adviserrsquos undertaking
FF211G Appendix 7
The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 7H
VIA - 1
APPENDIX 7
SPONSORrsquoS FORMS
FORM H
[letterhead of Compliance Adviser ]
Compliance Adviserrsquos Declaration of Interests
Case Number This declaration must be lodged duly completed at the time a new applicant or a listed issuer submits its listing application To The Listing Division
The Stock Exchange of Hong Kong Limited
Date Dear Sirs Re
(state name of issuer) (the ldquoIssuerrdquo) We the Compliance Adviser of the above-named Issuer hereby confirm that (1) neither ourselves nor our associates have or may as a result of the listing or transaction have any interest
in any class of securities of the Issuer or any other company in the Issuerrsquos group (including options or rights to subscribe such securities) (Note 2)
(2) no director or employee of the Compliance Adviser who is involved in providing advice to the Issuer has
or may as a result of the listing or transaction have any interest in any class of securities of the Issuer or any other company in the Issuerrsquos group (including options or rights to subscribe such securities but for the avoidance of doubt excluding interests in securities that may be subscribed by any such director or employee pursuant to an offer by way of public subscription made by the issuer)
(3) neither ourselves nor our associates expect to have accrued any material benefit as a result of the
successful outcome of the listing or transaction including by way of example the repayment of material outstanding indebtedness and payment of any underwriting commissions or success fees and
(4) no director or employee of the Compliance Adviser has a directorship in the Issuer or any other company
in the Issuerrsquos group save as disclosed below (Note 3) (complete on a separate sheet if necessary)
FF211G Appendix 7
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 7H
VIA - 2
Yours faithfully Signed Name (Principal) for and on behalf of Name of Compliance Adviser
NOTES (1) This declaration must be read in conjunction with the full text of the GEM Listing Rules and the notes
provided herein do not replace or limit the effect of the GEM Listing Rules (2) For the purposes of paragraphs 1 and 3 ldquoassociaterdquo shall have the same meaning as set out in rule
101 of the GEM Listing Rules save that it shall be construed as applying to the Compliance Adviser (3) Please refer to rule 6A31 of the GEM Listing Rules for guidance The Compliance Adviser must
forward a copy of this form to the new applicant or listed issuer
HH002G Appendix 7
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2008 Form 7M
VIB - 1
Appendix 7 SPONSORrsquoS FORMS
FORM M [letterhead of compliance adviser] Compliance Adviserrsquos undertaking
To The Listing Division
The Stock Exchange of Hong Kong Limited
helliphelliphelliphelliphelliphelliphellip
We helliphelliphelliphelliphelliphelliphelliphelliphelliphellip are the Compliance Adviser appointed by helliphelliphelliphelliphelliphelliphelliphellip (the
ldquoCompanyrdquo) for the purpose referred to in rule 6A19 rule 6A20 [cross out whichever is not applicable]
of the Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of
Hong Kong Limited (the ldquoGEM Listing Rulesrdquo) and have offices located at helliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Pursuant to rule 6A21 we undertake with The Stock Exchange of Hong Kong Limited (the ldquoExchangerdquo)
that we shall
(1) comply with the GEM Listing Rules from time to time in force and applicable to Compliance
Advisers
(2) cooperate in any investigation conducted by the Listing Division andor the GEM Listing
Committee of the Exchange including answering promptly and openly any questions addressed
to us promptly producing the originals or copies of any relevant documents and attending before
any meeting or hearing at which we are requested to appear
Signature helliphelliphelliphelliphelliphelliphelliphelliphellip
Name helliphelliphelliphelliphelliphelliphelliphelliphellip
For and on behalf of helliphelliphelliphelliphelliphelliphelliphelliphellip [insert the name of Compliance Adviser]
Dated helliphelliphelliphelliphelliphelliphelliphelliphellip