🔥 热搜 🔥
上海习近平新疆鄂州父女瓜乌鲁木齐疫情H工口小学生赛高习明泽芊川一笑图包印尼排华
分类
社会娱乐国际人权科技经济其它
🔥 热搜 🔥
上海习近平新疆鄂州父女瓜乌鲁木齐疫情H工口小学生赛高习明泽芊川一笑图包印尼排华
分类
社会娱乐国际人权科技经济其它
查看原文
其他

泰和泰研析 | HK GEM Listing: Cash Flow Qualification

邹昂熹 泰和泰律师 2023-08-26
收录于合集 #资本市场 25个

1

Whatis GEM？

Growing Enterprise Market (Chinese: 創業板), established in 1999, is a board of the Hong Kong stock Exchange for growing companies, especially for those unable to fulfill the the requirements for main board listing, namely the requirements presribed in the Profit Test, Market Cap/ Revenue Test, or Market Cap/ Revenue/ Cashflow test, to list their equity securities.

2

Characteristics of GEM

As GEM is designed to facilitate listing for small and mid-sized enterrpises, this board will inevitably attract comparatively more investment risk than the main board. With that in mind, GEM operates on the philosophy of “buyers beware” and “let the market decide”. The GEM issuers are obliged to make appropriate warning and disclosure, through listing documents, circulars and other applicable instruments. Also, the issuers are required to nominate compliance advisers.

3

Qualification for Listing

Qualification for listing ranks first amongst the listing applicants’ concerns. They are the pre-requisites that an applicant must fulfill in order to be listed in GEM.

Cash Flow-HK$30M

Amongst other things, cash flow ranks top concern. To pass the qulification, a new applicant must have an adequate trading record of at least two financial years. This trading record must show the applicant retaining a positive cash flow, which means that the applicant must receive more cash and give, resulting an “above zero” number in net cash stash. Such cash flow must be generated from operating activities in the ordinary and usual course of business. In order to meet this criterion, the issuer must prove that his cash flow is earned from its ordinary business activities. This can be proven by matching the notes of every bank transfer record with the issuer’s proving documents listing the scope of business. This cash stash needs to be clean from any tax or tax related claims. Such cash flow must be at least HK$30,000,000 in aggregation for the two financial years. An applicant does not have to net HK$30,000,000 for every financial years. The GEM Listing Review Committee will be satisfied if an issuer nets HK$10,000 for the first financial year and HK$29,990,000 for the next financial year. Note that in the event that the Committee accetps a trading record for a period of less than two financial years, the applicant must aggregate the cash flow of HK$30,000,000 for the shortend trading record period.

Market Capitalisation: HK$45M

The rationale behind the market capitalisation requirement is to prove the applicant and its equity’s popularity to the public intention.

To demostrate the popularity, the issuer of equity securities must show the Committee that (1) the market capitalisation of equity securities must reach HK$45,000,000; (2) at the time of listing, the shares will be held by a spread of holders, being at least 100 persons.


Apart from that, the issuer/applicant needs to prove that on the day of listing, the issuer/applicant’s expected total market capitalisation reaches HK$150,000,000 and at all time at least 25% of its shares are held by the public.


For applicant who has multiple classes of shares, he must prove that at the time of listing, at least 25% of its shares are held by the public. The particular class of shares seeking listing must not be less than 15% of the total shares, having an expected market capitalisation no less than HK$45,000,000.


The Committee may or may not, at its discretion, accept that only 15% to 25% shares will be held by the public at the time of listing, in the event that the equity security’s expected market caplitalasation reaches HK$10,000,000,000. To give such favourable discretionary decision, the Committe needs to be satisfied that (1) such low percentage of public shares enables the market run properly; (2) the issuer/applicant will make appropriate disclosure of such low percentage in the listing documents, annual circulars and so forth; and (3) equity securities intended to marketed in Hong Kong and elsewhere must be normally be offered in Hong Kong.


Notwithsanding the above percentage requirement, the Committee may or may not grant a waiver of the percentage requirement.



作者简介

邹昂熹 律师



业务领域：资本市场、跨境贸易、保险业务



近期文章推荐

ARTICAL

泰和泰研析 | 浅析对民事司法鉴定材料选用程序的审查质证要点

2023-04-18

泰和泰研析丨全面注册制下上市公司重大资产重组规则变化及解读

2023-04-14

泰和泰研析 | 无船承运公司走逃失联，受票方税损索赔法律依据及案例简析

2023-04-13

泰和泰研析丨浅析“借贷型诈骗”行为的司法认定

2023-04-13


您可能也对以下帖子感兴趣

文章有问题？点此查看未经处理的缓存