CICL has been active in the corporate finance sector in Hong Kong and has successfully sponsored a number of companies listed on the Main Board or GEM Board of the Stock Exchange. With a well-established business network in Hong Kong and in the PRC, professional services are provided by an energetic and professional team who have strong technical and academic background and coupled with diversified and valuable experience.
| Listing Requirements |
Main Board |
Gem Board |
Acceptable
Jurisdictions |
The listing vehicle must be incorporated in one of four jurisdictions for primary or econdary listings on the Main Board:
- Hong Kong
- Bermuda
- Cayman Islands
- People's Republic of China
|
The listing vehicle must be incorporated in one of four jurisdictions for a primary listing on GEM:
- Hong Kong
- Bermuda
- Cayman Islands
People's
- Republic of China
|
| Theme of the Market |
Capital formation for larger and more established companies which meet our profit or other financial standards requirement |
Capital formation for growth companies from all industries and of all sizes having a focused line of business but which may not have a performance track record |
| Target investors |
A whole spectrum of investors |
Professional and informed investors |
| Financial Requirement |
New applicants must fulfill one of
three financial criteria (Main Board
Rule 8.05):
1. Profit Test
- Profit Attributable to Shareholders: Profits of HK$50 million in the last 3 years (with HK$20 million in the most recent year and an aggregate of HK$30 million in the 2 preceding years)
- Market Cap: At least HK$200 million at the time of listing
- Revenue: N/A
- Cashflow: N/A
2. Market Cap / Revenue Test
- Profit Attributable
to Shareholders: N/A
- Market Cap: At least HK$4 billion at
the time of listing
- Revenue: At least HK$500 million for the most recent audited financial year
- Cashflow: N/A
3. Market Cap / Revenue / Cashflow Test
- Profit Attributable
to Shareholders: N/A
- Market Cap: At least HK$2 billion at the time of listing
- Revenue: At least HK$500 million for the most recent audited financial year
- Cashflow: Positive cashflow from operating activities of at least HK$100 million in aggregate for the three preceding financial years
|
No profit or other financial standards
requirement |
| Operating
History |
New applicants must have a trading record of at least 3 financial years.
However, for issuers qualifying under the market capitalization/revenue test, the Exchange may accept a shorter trading record period under substantially the same management if the new applicant can demonstrate:
- that its directors and management have sufficient and satisfactory experience of at least three years in the line of business and industry of the new applicant; and
- management continuity for the most recent audited financial year.
|
New applicants must have an adequate trading record of at least 2 financial years comprising a positive cash flow generated from operating activities in the ordinary and usual course of business before changes in working capital and taxes paid and such positive cash flow must be of at least HK$20 million in aggregate for the 2 financial years immediately preceding the issues of the listing document |
Focused line of
Business |
No such specific requirement |
A new applicant must actively pursue a focused line of business rather than have more than one disparate business. However, peripheral activities related to its core business are allowed |
| Statement of Business Objectives |
No such specific requirement but a new applicant is expected to include a general statement of future plans and prospects |
A new applicant must state its overall business objectives and explain how it proposes to achieve them over the period covering the remaining financial year during which listing occurs and the 2 financial years thereafter |
| Mandatory postlisting Sponsorship
Period |
The requirement to have a sponsor will end once a new applicant is listed. It is recommended that the listed issuer retain the services of its sponsor for at least one year following its listing and this is a mandatory requirement for H-share issuers. |
A new applicant must appoint a sponsor for the period covering at least the remaining financial year during which listing occurs and the 2 full financial years thereafter |
| Management, ownership and control during the track record period |
A new applicant must have been under substantially the same management and ownership during the 3-year track record period. In practice, this means that the company has had:
- management continuity for at least the 3 preceding years; and
- ownership continuity and control for at least the most recent audited financial year
|
A new applicant must:
- have had continuity of ownership and control throughout the full financial year immediately preceding the issue of the listing document and up until the date of listing; and
- have been under substantially the same management throughout the 2 full financial years immediately preceding the issue of the listing document and up until the date of issue
|
| Competing Businesses |
Allows competing businesses of directors and controlling shareholders provided that full disclosure is made at the time of listing and on an on-going basis |
Allows competing businesses of directors, controlling shareholders, substantial shareholders and management shareholders provided that full disclosure is made at the time of listing and, except for substantial shareholders, on an on-going basis. |
Minimum market
capitalisation |
Market capitalisation of a new applicant of at least HK$200 million at the time of listing |
Marker capitalization of a new applicant of at least HK$100 million at the time of listing |
| Minimum public float |
- The higher of HK$50 million or 25% of the issuer's total issued share capital. For issuers with an expected market capitalisation of over HK$10 billion at the time of listing, the Exchange may accept a lower percentage of between 15% and 25%.
- Minimum public float as determined above must be maintained at all times
|
- The higher of HK$30 million or 25% of the issuer’s total issued share capital. For issuers with an expected market capitalization of over HK$10 billion at the time of listing, the Stock Exchange may accept a lower percentage between 15% and 25%.
- Minimum public float as determined above must be maintained at all times.
|
Minimum holdings by
management shareholders and
significant shareholders |
N/A |
Management shareholders and significant shareholders collectively must hold not less than 35% of the issued share capital at the time of listing |
| Spread of shareholders |
- A minimum of 300 holders (if qualifying under the profit test or market capitalisation/revenue/cashflow test) or 1,000 holders (if qualifying under the market capitalisation/revenue test)
- Not more than 50% of the securities in public hands at the time of listing can be beneficially owned by the 3 largest public shareholders
|
- A minimum of 100 public shareholders at the time of listing for issuers with at least 24 months of active business pursuits
- A minimum of 300 public shareholders at the time of listing if the company only meets the requirement of 12 months' active business pursuits
|
| Underwriting arrangements |
Must be fully underwritten |
Underwriting is not compulsory. However, if new capital is to be raised by the issuer in an amount not fully underwritten, a listing may only proceed if the minimum subscription amount set out in the prospectus has been raised. |
Provision of financial advisory services to listed company in Hong Kong in connection with, including but not limited to:
CICL provides independent financial advisory services to independent board committee of listed company on various type of transactions including:
Acting as placing agent for pre-IPO and post-IPO fund raising exercises (both equity and debt financing).
