Summary of Listing Requirements for Hong Kong

Jiajie Li

FINA 6292 FB Capital Markets

Prof. Rose Kay
December 19, 2015

(i) The company must have a trading record of at least three financial years. Within these
three years, the company must have profits of at least HK $20 million in the most recent
year and at least HK $30 million in total in the two years before the most recent year. In
the meantime, the profits should not include any positive and negative income generated
by unusual business activities;
(ii) the company must be under the same management for not less than the three previous
financial years;
(iii) the company must be under the same ownership and have been controlled by the
same ownership for not less than one most recent financial year.

The company must satisfy one of the following tests:

(i) profit test the company must have a trading recording of at least three financial years
and sufficient profits during the three most recent financial years, and be under the same
management and ownership within the period;
(ii) market capitalization/revenue/cash flow test - the company must have a trading
recording of at least three financial years, be under the same management and ownership
within the period, have a market capitalization of not less than HK $2 billion when listed,
have revenue of not less than HK $500 million for the most recent financial year, and
have positive cash flow from operating of not less than HK $100 million for the three
most recent financial years;
(iii) market capitalization/revenue test - the company must have a trading recording of at
least three financial years, be under the same management and ownership within the
period, have a market capitalization of not less than HK $4 billion when listed, and have
revenue of not less than HK $500 million for the most recent financial year.

The companys annual accounts must be prepared in proper reporting standards either
Hong Kong Financial Reporting Standards or International Financial Reporting Standards
or China Accounting Standards for Business Enterprises in the case of a company from
Peoples Republic of China.

The company should have a minimum market capitalization of at least HK $200 million
at the time of listing. The market capitalization when listed is calculated by multiplying
the number of issued shares by the issue price. For options, warrants or other similar

rights, the company should have a minimum market capitalization of at least HK $10
million at the time of listing.
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There must be sufficient public shareholding in the business. That is, there must be not
less than 25% of the companys issued shares held by the public. In special case, if the
market capitalization of the company exceeds HK $50 million when listed, there must be
not less than 15% of the companys issued shares held by the public.

Not less than two of the companys directors must be original resident in Hong Kong. The
directors of the company must have sufficient knowledge and experience of not less than
three financial years of the business. Moreover, the directors should fulfill certain
obligations including fiduciary duties and duties of care. The listed company should
also include at least three non-executive directors in the board, with one of whom having
the professional qualifications or expertise.