HKex_joint_statement_for_Offshoe_Listing_Entity.pdf

JOINT POLICY STATEMENT 7 March 2007 Joint Policy Statement Regarding the Listing of Overseas Companies The Stock Exchange of Hong Kong Limited (the “SEHK”), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (“HKEx”), and the Securities and Futures Commission (the “SFC”) wish to: ? clarify the Listing Rules requirements governing the listing of overseas companies; and ? provide a clear roadmap to assist companies incorporated outside Hong Kong or the Recognised Jurisdictions (the People’s Republic of China, Bermuda and the Cayman Islands) and their advisers when seeking a primary listing either on the Main Board or the Growth Enterprise Market (the “GEM”). Clarification of the Listing Rules Chapter 19 of the Main Board Listing Rules and Chapter 24 of the GEM Listing Rules provide the general framework applicable to all overseas companies seeking a listing on the SEHK’s markets. The Listing Rules are therefore not prohibitive with respect to listing companies that are incorporated outside Hong Kong or the Recognised Jurisdictions. In particular, Main Board Listing Rule 19.05(1)(b) and GEM Listing Rule 24.05(1)(b) and the explanatory notes thereto set out the shareholder protection standards that are expected of an overseas company when seeking a primary listing on the SEHK’s markets. Main Board Listing Rule 19.03 and GEM Listing Rule 24.03 specifically provide that overseas companies are encouraged to contact the SEHK to seek guidance on compliance matters which ordinarily include considerations for waivers and modifications based on the specific facts and circumstances of each applicant’s case. SEHK’s Approach to Listing Overseas Companies The SEHK has established a uniform approach for reviewing shareholder protection standards with respect to overseas companies to ensure a consistent interpretation of Main Board Rule 19.05(1)(b) and GEM Listing Rule 24.05(1)(b). …/2