A connected transaction may also be a notifiable transaction under Chapter 14 of the Listing Rules, and accordingly, subject to the relevant disclosure requirements. in such cases, additional disclosures should be made in the circular as required for that type of notifiable transaction (Listing Rule 14A.60). CHAPTER 12 › PoST-LiSTiNG CoNTiNuiNG oBLiGATioNS
gLoSSARy
A1 Main Board listing application form for equity securities.
carrying amount for an applicant, the amount at which an asset is recognized in the most recent audited consolidated balance sheet as disclosed in the listing document after deducting any accumulated depreciation (amortization) and accumulated impairment losses.
for an issuer, the amount at which an asset is recognized in its latest published audited consolidated accounts or latest published interim report (whichever is more recent) after deducting any accumulated depreciation (amortization) and accumulated impairment losses.
CASBe China Accounting Standards for Business enterprises.
CFA Code the Corporate Finance Adviser Code of Conduct issued by the SFC, as amended from time to time.
Co the Companies ordinance (Cap. 32) as amended from time to time.
controlling shareholder any person who is (or group of persons who are together) (i) entitled to exercise or control the exercise of 30% or more of the voting power at general meetings of an issuer, or (ii) in a position to control the composition of a majority of the board of directors of the issuer. Corporate Governance Code the Corporate Governance Code set out in Appendix 14 to the Listing
Rules, as amended from time to time.
CSRC the China Securities Regulatory Commission, a regulatory body
responsible for the supervision and regulation of the PRC securities markets.
depositary the entity appointed and authorized by an issuer to issue or cancel depositary receipts representing shares of the issuer deposited with that entity.
dRs depositary receipts.
exchange The Stock exchange of hong Kong Limited.
GAAP generally accepted accounting principles.
GeM the Growth enterprise Market, an alternative stock market operated
by the exchange for growth companies that do not fulfill the profitability or track record requirements of the Main Board of the exchange.
hKMA the hong Kong Monetary Authority, the government authority in hong Kong responsible for maintaining monetary and banking stability.
iFRS international Financial Reporting Standards.
iNed independent non-executive director.
iPo initial public offering.
listing the grant of a listing of and permission to deal in securities on the exchange (and “listed” is to be construed accordingly).
Listing Rules the Rules Governing the Listing of Securities on The Stock exchange of hong Kong Ltd.
Major Activity under the Listing Rules, an activity of an issuer and/or its subsidiaries which represents 25% or more of the total assets, revenue or operating expenses of the issuer and its subsidiaries. Reference should be made to the issuer’s latest audited consolidated financial statements.
Mineral Company a new applicant whose Major Activity (whether directly or through its subsidiaries) is the exploration for and/or extraction of Natural Resources.
MMT the Market Misconduct Tribunal, which has jurisdiction over certain
proceedings instituted under the SFo.
Model Code the Model Code for Securities Transactions by directors of Listed issuers set out in Appendix 10 to the Listing Rules, as amended from time to time.
Natural Resources minerals and/or petroleum.
PRC the People’s Republic of China which, for the purposes of this Guide,
excludes hong Kong and Macau.
QiBs qualified institutional buyers within the meaning of Rule 144A, i.e., including institutions acting for their own accounts or the accounts of other QiBs that in the aggregate own and invest on a discretionary basis at least uS$100 million in securities of issuers not affiliated with the entity (or uS$10 million for a broker-dealer).
Regulation M a regulation adopted by the u.S. SeC, which generally prohibits manipulation during a distribution (i.e., generally forbidding
participants in a distribution from bidding for or purchasing securities that, because of their terms, can affect the price of the securities being distributed).
Regulation S a territorial safe harbor exemption from the registration requirements of the u.S. Securities Act for certain offers and sales of securities outside of the united States.
Share Repurchase Code the Code on Share Repurchases issued by the SFC, as amended from time to time.
Rule 144A a safe harbor exemption from the registration requirements of the u.S. Securities Act for certain offers and sales of qualifying securities by certain persons other than the issuer of the securities, applying specifically to resales of securities to QiBs.
SFC the Securities and Futures Commission of hong Kong, the
independent statutory body responsible for the supervision and regulation of hong Kong’s securities and futures markets.
SFC Code of Conduct the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission issued by the SFC, as amended from time to time.
SFo the Securities and Futures ordinance (Cap. 571), as amended from
time to time.
sponsor a corporation or authorized financial institution, licensed or
registered under the SFo for Type 6 regulated activity and permitted under its license or certificate of registration to undertake work as a sponsor, and which is appointed by a listing applicant as its sponsor pursuant to Listing Rule 3A.02.
Sponsor Guidelines the Fit and Proper Guidelines issued by the SFC, as amended from time to time.
substantial shareholder as used in the Listing Rules, a person (including a holder of depositary receipts) who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of a listed company.
Takeovers Code the Code on Takeovers and Mergers issued by the SFC, as amended from time to time.
Theft ordinance the Theft ordinance (Cap. 210), as amended from time to time.
u.S. the united States of America.
u.S. exchange Act the u.S. Securities exchange Act of 1934, as amended from time to time.
u.S. Securities Act the u.S. Securities Act of 1933, as amended from time to time. u.S. SeC the u.S. Securities and exchange Commission, a regulatory body
responsible for the supervision and regulation of the u.S. securities markets.
Vie variable interest entity, a business structure based on a series of contractual arrangements to give foreign investors control over