The allocation of shares is generally determined by the prime broker and distributors after the closing of the public offer. The Exchange reminds sponsors and principal dealers that the relevant listing rules must be followed and that requests for written consent in accordance with the Investment Guidelines for the allocation of shares to affiliated clients must be addressed to the Exchange in a timely manner to avoid unnecessary delays in an applicant`s registration schedule. An issuer listed at the head office offers a warrant placement to subscribe for new shares of the issuer. The listed issuer intends to apply for the listing of the warrants on the stock exchange. If the proposed warrants are able to comply with subsection 8.09(4) of the Main Commission, which sets out the initial market capitalization requirement for the listing of warrants, are they still subject to the initial market capitalization requirement set out in the Offering Guidelines in Schedule 6 of the Main Commission Rules? Yes. Pursuant to paragraph 15 of Note 6 to the Rules of the Main Board, the placement of securities by a listed issuer is required to comply with the Investment Guidelines if the securities belong to a class that is new to listing. Since warrants are issued on an investment basis, the listed issuer must comply with the requirements set out in the issuance guidelines, including the additional initial market capitalization requirement for the securities to be invested. We intend to jointly update the investment guidelines for GEM and the lead counsel at a later date, and a revised set of investment guidelines will be introduced. In the meantime, we will continue the current practice of requiring GEM applicants to comply with the mb placement guidelines, where applicable. Why are there no separate investment guidelines for GEM? Do the investment guidelines set out in Appendix 6 of the Lead Counsel Rules (“MB Investment Guidelines”) apply to applications for a GEM listing? This newsletter is provided for informational purposes only. Its content does not constitute legal advice and should not be considered as a substitute for detailed advice in individual cases. The transmission of this information is not intended to establish an attorney-client relationship between Charltons and the user or browser and the receipt does not constitute an attorney-client relationship. Charltons is not responsible for third-party content accessible through the Site.

If you do not wish to receive this newsletter, please let us know by sending us an e-mail to unsubscribe@charltonslaw.com. Unless the global offer has been fully subscribed, the total number of shares allocated by distributors to affiliated customers shall not exceed 5 % of the total number of shares allocated by those distributors; In summary, the Exchange noted that the Exchange would accept the allocation of shares to affiliated clients of distributors to hold such shares for independent third-party investors provided that: Article 8 of Schedule 6 of the Rules of the Lead Board is no longer considered relevant in the guidance letter. The broker or primary distributor may, from time to time, issue shares to its affiliates within the same group that hold the shares on behalf of independent investors (which may be cornerstones or commonplaces in the investment tranche). For example, if shares are allocated to a related client (including a discretionary fund or a qualified national institutional investor fund) of the prime broker or underwriter who holds the shares on behalf of independent investors; The Exchange has published Guide hkex-GL75-14 (see archive), which replaces listing decision HKEx-LD54-13 (see archive), which has been withdrawn. The guide provides guidance for cases where one or more leading brokers as defined in Schedule 6 of the Lead Counsel Rules transfer shares from an applicant to their affiliated clients, who in turn hold those shares on behalf of independent third parties. Prior to award negotiations, the Certificate of Environmental Compliance, the Principal Investigator`s Safety Program Assurance, as well as regulatory documents related to human and animal studies and other documents (Appendix 6) are requested by the Principal Investigator. The tenderer should make a commitment to that effect in Annex 6 to the tender. the shares would not be offered to affiliated clients on preferential terms; and.

Although affiliated clients only hold the shares on behalf of independent third parties, such a proposed placement will technically still constitute an allocation of shares to affiliated clients in accordance with the Investment Guidelines and would therefore require the prior written consent of the Exchange in accordance with the Investment Guidelines. No consent will be given to the allocation of shares to an affiliated client on its own behalf, except in exceptional circumstances which are considered on a case-by-case basis; and the proposed Transmission Project Interconnection Agreement must be consistent with the NYISO-approved Large Producer Interconnection Agreement set out in Annex 6 of Appendix X to the OATT, which has been amended to address a transmission project. the shares are held on behalf of independent third parties; In the event of a misrepresentation of the facts relating to the commitments set out in Annex 6, this will be considered a “fraudulent practice” under clause 4.33.1 a (ii) of the GCC and the submission of these bidders will be rejected, with the exception of other measures under clause 4.33.1 (b) and 13.2.1 of the GCC. Subsection 5(1) of Schedule 6 to the Main Board Rules states that no attribution to “related clients” of the prime dealer or distributors is permitted without the prior written consent of the exchange. Tel.: + (852) 2905 7888 Fax: + (852) 2854 9596 www.charltonslaw.com. Details of the allocation to related clients, including the number of shares allocated, would be disclosed in the award notice. Subsection 13(7) of Schedule 6 to the Rules of the Lead Board defines “related clients” in respect of a participant in the exchange as any client of such a member who is an entity that is a member of the same corporate group as such a participant in the exchange. However, in the event of approval, the compliance officer shall keep a record of the reasons for such authorisation (see Appendix 6).

Details of the allocation to affiliated clients, including the names of the associated clients and their relationship with the principal broker(s) or distributors, the number and percentage of shares allocated to each connected client and the blocking agreement (if any), will be disclosed in the announcement of the result of the allocation. If the tenderer or one of the essential Mitglieder_â constituting the Joint Undertaking/Consortium does not meet the criteria set out in Appendix 6, the Tenderer, including the founding member(s) of the Joint Undertaking/Consortium, shall be deemed not to be eligible to participate in the tender procedure and shall be deemed to be an ineligible applicant within the meaning of clause 1.2.1 of the NIT. The compliance officer shall maintain a list of all persons having access to the subscriber, essentially in the form set out in Schedule 6.