THE STOCK EXCHANGE OF HONG KONG LIMITED · THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited) M101-1 M101 TABLE OF CONTENTS

THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

M101-1

M101

TABLE OF CONTENTS

Checklists and Forms for New Listing Applications under Chapters 8 and 21

Documents to be submitted with the Form A1

1. Form A1 Listing Application Form (For Equity Securities & Debt Securities) .. M103-1

2. Additional information to be submitted with the Form A1 ...... M104-1 3. Basic qualifications for new listing . M105-1 4. Basic requirements for contents of Prospectus... M106-1 5. Property valuation .... M107-1 6. Accountants' report ...... M108-1 7. Sponsors undertaking and statement of independence (Appendix

17) ... M109-1 8. Confirmation and undertaking with regard to biographical information of Directors and

Supervisors and information in the Application Proof ....... M110-1

9. Market comparable analysis ...... M111-1 10. Summary of non-exempted continuing connected transactions .. M112-1 11. Summary of key financial ratios during the track record period with explanation for

fluctuation ...... M113-1 12. Compliance Advisers undertaking (Appendix 20) ...... M114-1 13. Authorised representatives/ Company Secretary form .. FF001M-1 14. Confirmation with regard to posting of Application Proof or Post Hearing Information Pack

(PHIP) or Statement made under Main Board Rule 9.08(2)(c) ... M115-1

Document to be submitted after A1 submission (if applicable)

1. Confirmation with regard to posting of Application Proof or Post Hearing Information Pack (PHIP) or Statement made under Main Board Rule 9.08(2)(c)... M115-1

Documents to be submitted at least 4 clear business days before the expected hearing date 1. New listing particulars ..... M201-1 Document to be submitted before bulk printing of the listing document

1. Confirmation with regard to posting of Application Proof or Post Hearing Information Pack (PHIP) or Statement made under Main Board Rule 9.08(2)(c) ....... M115-1

Documents to be submitted on or before the issue of the listing documents 1. IPO Prospectus Confirmation letter ... M301-1 2. Sponsors declaration (Appendix 19) ................................................................................... M302-1 Documents to be submitted after the issue of the listing document but before dealings commence 1. Form D Marketing Statement ...... FFD003M-1 2. Form E Sponsors Declaration .... M401-1 3. Notification of Submission of Transaction Levy, Trading Fee and

Brokerage .......................................................................................................................... M402-1 4. Form F Declaration ... FFD004M-1 5. Placee Information Sheet .... CI205M-1 6. Form B Declaration and undertaking with regard to Directors ... DU003M-1 7. Form H Declaration and undertaking with regard to Directors of an issuer incorporated

in the PRC .... DU004M-1 8. Form I Declaration and undertaking with regard to Supervisors of an issuer incorporated

in the PRC ............................................................................................................................ DU005M-1 Additional documents to be submitted for Investment Companies under Chapter 21 Documents to be submitted at least 4 clear business days before the expected hearing date

M101

M101-2

1. Form C3Z Formal Application (For Open-ended Investment Companies, Unit Trusts, Mutual Funds and Other Collective Investment Schemes Governed by Chapter 21 of the Listing Rules) ........................................................................................................................ M501-1

Documents to be submitted before bulk printing of the listing document 1. Listing Agreement (For Chapter 21 Investment

Companies) ........................................................................................................................... M502-1 Checklists and Forms for Transfer of Listing from GEM to Main Board under Chapter 9A

1. Documents to be submitted when making an application for a transfer of listing from GEM to Main Board .. MT001-1

2. Checklist and declaration basic qualifications for transfer of equity listing .. MT002-1

3. Form 5J Formal Application for Transfer of Listing of Equity Securities from GEM to Main board ........................................................................................................................... MT003-1

4. Form 5K Declaration of Directors and Supervisors with regard to a Transfer of Listing from GEM to Main Board .... MT004-1

5. Basic requirements for contents of announcement of transfer .... MT005-1 6. Basic requirements for contents of circular where the transfer application is made by an

infrastructure company, mineral company or investment company .... MT006-1

7. Undertaking to inform the Exchange of a change in the circumstances with regard to qualifications for a transfer of listing from GEM to Main Board .................................................................................................................................... MT007-1

8. Issuers authorisation for filing with the Securities and Futures Commission .......................................................................................................................... MT008-1

9. New listing particulars . MT009-1 10. Standard Comments: To be addressed when replying to our first comment

letter ..................................................................................................................................... MT010-1 Checklists and Forms for Collective Investment Schemes under Chapter 20

1. Confirmation with regard to posting of Application Proof or Post Hearing Information Pack (PHIP) or Statement made under Main Board Rules 20.25 and 20.26 .......................................................................................................................... MCIS001-1

2. Form A2 Listing Application Form (For Collective Investment Schemes) .............................................................................................................................. MCIS002-1

3. Form 7G Listing Agreement (For Collective Investment Schemes) .............................................................................................................................. MCIS003-1

4. Issue of Listing Document Confirmation Letter of SFCs authorisation ......................................................................................................................... MCIS004-1

5. Notification of Submission of Transaction Levy, Trading Fee and Brokerage .............................................................................................................................. MCIS005-1

6. Form D Marketing Statement ............................................................................................. MCIS006-1 7. Placee Information Sheet ...................................................................................................... MCIS007-1

M103 Appendix 5


M103 - 1

Feb 2016 Form A1

APPENDIX 5

FORMS RELATING TO APPLICATIONS FOR LISTING

LISTING APPLICATION FORM (FOR EQUITY SECURITIES AND DEBT SECURITIES)

FORM A1

Case Number:

(To be typed or copied under the letter-head of the sponsor, who is arranging for the application to be submitted) To: The Head of the Listing Division, The Listing Division, The Stock Exchange of Hong Kong Limited

Date:

Dear Sir,

Re: ................................................................................................. (Name of the issuer which is the subject of

the listing application) We [..[Limited] hereby apply]/[are instructed by. [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 5(b) below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled Rules Governing the Listing of Securities (the Listing Rules). An issuer which is not a company or an issuer whose shares are to be represented by depositary receipts should adapt this form as necessary to change references that apply only to companies or issuers of depositary receipts.

Particulars of the proposed listing are:

1. Proposed timetable for the listing (please specify dates) (Note 1):

(A) first draft of listing document available for Exchange: .............................................................................

(B) Exchange hearing: ..................................................................................................................................

(C) bulk print date: ........................................................................................................................................

(D) listing document date (Note 1(4)): .

(E) application lists close: ..............................................................................................................................

(F) announcement of results: ........................................................................................................................

(G) refund cheques despatched: ...................................................................................................................

(H) documents of title despatched: ................................................................................................................

(I) dealings commence: ...............................................................................................................................

2. Place and date of incorporation

or other establishment: ...................................................................................................................................

M103 Appendix 5


M103 - 2

Feb 2016 Form A1

3. History and nature of business

and, in the case of an

investment company, a brief

description of investment

policy and objectives: .....................................................................................................................................

...........................................................................................................................................................................

...........................................................................................................................................................................

...........................................................................................................................................................................

...........................................................................................................................................................................

...........................................................................................................................................................................

4. List of proposed directors:

(in English) (in Chinese)

............................................................................ ................................................................................

............................................................................ ................................................................................

............................................................................ ................................................................................

............................................................................ ................................................................................

M103 Appendix 5


M103 - 3

Feb 2016 Form A1

5. Details of share capital

(a) Authorised share capital of [currency] [amount] divided into:

Class Number Par value per share

Total nominal value

(A) (B) (C) = (A) x (B) [currency] [currency]

Total

(b) The type(s) and number of securities for which application is now made, being the issued (and paid

up) share capital, inclusive of proposed issue, of [currency] [amount] divided into:

Class Number Par value per share

Total nominal value

(A) (B) (C) = (A) x (B) [currency] [currency]

In issue before the offer

Proposed to be issued pursuant to the offer (tentative)

- maximum (if applicable)

- minimum (if applicable)

Total

M103 Appendix 5


M103 - 4

Feb 2016 Form A1

6. (a) Estimated size of offer (tentative): Number of securities Class of

securities Sale shares

(if applicable) New issue

(if applicable) Total

Offered Proposed offer price

Estimated size of offer

(A) (B) (C) = (A) + (B)

(D) (E) = (C) x (D)

[currency] [currency]

Total

(b) Particulars of proposed listing method of the securities referred to in paragraph 5(b) above

(tentative):

Number of securities

Class of

securities

Proposed listing

method Sale share

(if applicable) New issue

(if applicable) Total Proposed offer price

Estimated market value

(Note 2) (A) (B) (C) = (A) + (B)

(D) (E) = (C) x (D)

[currency] [currency]

Total

7. (A) Estimated market value (equity)/

total capitalisation (debt) of issuer: ..........................................................................................................

(B) Estimated market capitalisation (equity)/

nominal amount (debt) of securities for

which listing is sought (Note 2): ..............................................................................................................

8. The securities for which application is now made

(a) are/are not identical in all respects (Note 3)

............................................................................................................................................................... ...............................................................................................................................................................

M103 Appendix 5


M103 - 5

Feb 2016 Form A1

(b) are/are not identical in all respects with an existing class of security (Note 3)

............................................................................................................................................................... ...............................................................................................................................................................

(If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.) (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock

exchange(s) ...............................................................................................................................................................

(d) have been in the previous six months, are or will be the subject of an application for listing on the

following stock exchange(s) ...............................................................................................................................................................

(Delete as appropriate)

9. Turnover and profit attributable to equity shareholders for the three preceding years (Note 4):

Year ending .......................................

Turnover Profit

1st Year: ....................................................................... ............................................................................

2nd Year: ...................................................................... ............................................................................

3rd Year: ..................................................................... ............................................................................

10. *So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the

undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 6):

Name Address Company Extent of holding and which company

The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 6):

........................................................................................................................................................................... * This paragraph is not applicable in the case of capitalisation issues.

11. The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s):

...........................................................................................................................................................................

M103 Appendix 5


M103 - 6

Feb 2016 Form A1

12. The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application:

Name Qualifications Document

13. [Repealed 1 October 2013] 14. Details of renounceable document (where applicable):

(1) type of document .................................................................................. (which must comply with Part

A of Appendix 2 to the Listing Rules). (2) proposed date of issue (3) last day for splitting:

(a) nil paid

..

(b) partly paid

..

(c) fully paid

..

(4) last day for renunciation

(5) last day of dealing:

(a) nil paid

...

(b) partly paid

...

15. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:

(1) proposed date of issue of the securities (2) proposed date(s) of payment of outstanding instalments

... (3) last day for dealing in partly paid form

16. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already

been issued for stock/shares and will be ready on for stock/shares.

17. In the case of an investment company, the names of the proposed custodian, management company and

investment adviser, if any:

..........................................................................................................................................................................

A cheque numbered ................................... (cheque number) drawn on ....................................................................

(bank) for $[ ] is enclosed being payment of the initial listing fee payable in advance. If there is any delay in

the proposed timetable as set out above, or if there is any change in that timetable or in any of the other

particulars without the approval of the Exchange or if the proposed application for listing is withdrawn, cancelled

or rejected by the Exchange, the Issuer acknowledges the Exchanges right to forfeit this amount.

M103 Appendix 5


M103 - 7

Feb 2016 Form A1

Yours faithfully

..................................................................

Name:

for and on behalf of

[Sponsors name]

(Note 7)

Issuers Undertaking (for equity)

We, . (Name of the issuer which is the subject of the listing application), the issuer, hereby

undertake:-

(a) for so long as any of our securities are listed on the Main Board, to comply at all times with all of the

requirements of the Exchange Listing Rules from time to time in force;

(b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by

the Listing Committee that would render any information contained in this application form or the draft listing

document submitted herewith misleading in any material respect;

(c) to lodge with the Exchange, before dealings in the securities commence, the declaration (Form F of

Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;

(d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange

Listing Rules as appropriate in due course, in particular, to procure each director, proposed director,

supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as

practicable after the listing document is published a duly signed declaration and undertaking in the form set

out in Form B/H/I in Appendix 5; and

(e) to comply with the requirements of the procedures and format for publication and communication published

by the Exchange from time to time.

Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and

approving the undertaking set out herein.

Issuers Undertaking (for depositary receipts)

We . . . . . . . . . . . . . . . . . . . . . (Name of the issuer which is the subject of the listing application), the issuer,

hereby undertake:-

(a) for so long as any of the depositary receipts representing our shares are listed on the Main Board, to

comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force;

(b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by

the Listing Committee that would render any information contained in this application form or the draft

listing document submitted herewith misleading in any material;

(c) to lodge with the Exchange, before dealings in the depositary receipts commence, the declaration (Form F

of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;

(d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange

Listing Rules as appropriate in due course, in particular, in the case of a new applicant, to procure each

director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with

M103 Appendix 5


M103 - 8

Feb 2016 Form A1

the Exchange as soon as practicable after the listing document is published a duly signed declaration and

undertaking in the form set out in Form B/H/I in Appendix 5; and

(e) to comply with the requirements of the procedures and format for publication and communication published

by the Exchange from time to time.

Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and

approving the undertaking set out herein.

Issuers authorisation for filing with the Commission

We are required to file copies of our application with the Securities and Futures Commission (SFC) under section

5(1) of the Securities and Futures (Stock Market Listing) Rules (Rules). Pursuant to section 5(2) of the Rules, we

hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with

the Exchange.

If our securities become listed on the Exchange, we will be required to file copies of certain announcements,

statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our

securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby

authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the

Exchange.

All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the

Exchange may from time to time prescribe.

In this letter, application has the meaning ascribed to it under section 2 of the Rules.

M103 Appendix 5


M103 - 9

Feb 2016 Form A1

The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has

been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In

addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation

as the Exchange may require.

Yours faithfully

..................................................................

Director for and on

Behalf of [insert name

of applicant] as authorised

by resolution of the board

of directors dated

[insert date]

NOTES

Note 1: All applicants should note that:

(1) this listing application form must be submitted to the Exchange 14 clear days (for debt) prior to the

date on which the listing document is to be bulk printed;

(2) the applicant is not guaranteed an exclusive timetable. In other words the applicants timetable may

coincide with or overlap another issuers timetable;

(3) the applicant will be informed of the estimated size of issue and the current date on which it is

proposed that the application lists will close of every other issuer whose timetable will coincide with

or overlap the applicants proposed timetable;

(4) future applicants whose proposed timetable coincides with or overlaps the applicants timetable will

be informed of the estimated size of issue and current date on which it is proposed that the

application lists will close of the applicant as disclosed in this form (all other details will be retained in

strict confidence);

(5) applicants will normally only be permitted to delay their timetable as the result of circumstances

which were not anticipated at the time of submission of the listing application form, on a maximum of

three occasions and, if such delays are made before the submission of a draft listing document, for a

maximum of twelve months on each occasion. After the draft listing document has been submitted to

the Exchange the three delays must not exceed six months, in total;

(6) if there is any change in the applicants proposed timetable without the approval of the Exchange, or

if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by

the Exchange; and

(7) the submission of a listing application form shall be deemed to confer authority upon the Exchange

to notify to:

(a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants,

the estimated size of the applicants issue and the current date on which it is proposed that the

application lists will close; and

(b) the Securities and Futures Commission and the Hong Kong Monetary Authority, the details of

the application.

Note 2:Give particulars of the proposed method of listing of the securities, ie., whether by offer for subscription,

M103 Appendix 5


M103 - 10

Feb 2016 Form A1

offer for sale, placing, introduction, rights issue, open offer, capitalization issue, consideration issue,

exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or

otherwise. In the case of an introduction, this application must state the names and holdings (if known) of

the ten largest beneficial holders of the securities, the total number of holders and particulars of the

holdings of the directors and their families.

Note 3:Identical means in this context:

(1) the securities are of the same nominal value with the same amount called up or paid up; (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the

next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

(3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and

rank pari passu in all other respects.

Note 4: This section need not be completed by a bank.

Note 5: If insufficient space is provided for completion of any paragraph, additional information may be entered on

a separate sheet of paper, duly signed and attached.

Note 6:These paragraphs apply only to companies and:

chief executive means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

substantial shareholder means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

Note 7:To the extent that this form is required to be signed on behalf of the sponsor, the Exchange expects that it

would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in

the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this

form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor

will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality

assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective

internal systems and controls and proper supervision and oversight including but not limited to those

obligations under the SFC Sponsor Provisions.

IMPORTANT

Note 8: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing

application if there are too many existing applications in the relevant period.


M104-1 Feb 2016

M104

NEW LISTING APPLICATION (EQUITY) MAIN BOARD

Additional information to be submitted with the Form A1

Name of new applicant : (the Company and together with its subsidiaries, the Group)

Name of sponsor :

Date submitted :

Please note that the Application Proof, all other relevant documents under Rule 9.10A(1), and the following additional information must be substantially complete except in relation to information that by its nature can only be finalised and incorporated at a later date. If the Exchange decides that the information is not substantially complete when submitted to the Exchange, all documents, including the Form A1 (except for the retention of a copy of these documents for the record), will be returned to the sponsor.

Please provide the following information by a separate submission (if applicable):-

A. Finance and Operations

1) Lists of the top 5 customers and suppliers during the track record period, including details of the amounts of sales/purchases (expressed in dollars and percentages) for each track record period, the products sold/purchased, the length of each customer/supplier's relationship with the Group, terms offered (and where different, provide an explanation), settlement information, and profile and background of each customer/supplier including their business, size of operation and location.

2) Comparison of the Group's performance (e.g. gross profit margins, net profit margins, turnover growth, return on equity, gearing ratio, debt to equity ratio, credit policy, productivity) with industry averages / comparable companies in similar industries, and an analysis of the variations and providing meaningful explanations. (See form M111 published on the Exchanges website for details).

3) An analysis by age group and major clients of trade receivables and subsequent settlement together with the details of credit period granted to major clients.

4) An analysis by age group and major suppliers of trade payables and subsequent settlement together with the details of credit period granted by major suppliers.

5) An analysis by age group of major categories of inventory and subsequent usage / sale.

6) Basis of provision for / write-off of trade receivables and inventory.

7) Analysis of key financial ratios during the track record period with an explanation for any material fluctuations. (See form M113 published on the Exchanges website for details)

B. Corporate Structure

8) A memorandum describing the Company's reorganization for the purpose of listing, including details of any excluded businesses (e.g. whether the combined excluded businesses is profitable or loss making) and detailed reasons for such exclusions.

C. Companies with operations in the PRC

9) If the Company has material business operations in the PRC, a final or an advanced draft of PRC legal opinion on:-


M104-2 Feb 2016

M104

(i) details of the relevant mainland interests where the Group has any PRC legal entity in its shareholding structure;

(ii) whether approval by any PRC government or regulatory authority is required for the listing of the Companys shares on the Exchange; and

(iii) details of all the requirements under applicable PRC laws and regulations relevant to the conduct of the Group's business in the PRC, and whether it fully complies with the relevant requirements, including details of the licenses, permits or certificates obtained by the Group.

10) For PRC incorporated Company, a copy of the PRC legal opinion sent to the CSRC for the Company's listing on the Exchange

1.

D. Information on the Accountants Report

11) A confirmation from the Reporting Accountants that no significant adjustment is expected to be made to the draft Accountants Report, the Reporting Accountants reports on the Pro Forma Financial Information and Profit Forecast (if any) which are included in the Application Proof. (See Guidance Letter HKEx-GL58-13).

12) Where there is any integration of the Groups operations with that of other related company, and where there is a need to segregate certain financial data from the books and records of that related company to derive the revenue, income and expenditure attributable to the Group's combined results for the track record period, please provide:-

(i) a full description on how the financial results attributable to the Group are segregated from the books and records of that related company and the underlying bases;

(ii) a confirmation from the Company and its directors that the segregation of the Group's financial data from the books and records of that related company is fair, reasonable, complete and accurate; and

(iii) a summary of work done by the Reporting Accountants to ensure that the segregation of the Group's financial data from the books and records of that related company is fair, reasonable, and has no material omissions.

13) The sponsor to obtain a confirmation from the Company and its directors that there is no change in the Groups Reporting Accountants since the commencement of the preparation for its listing up to the present, or alternatively, provide reasons for any changes.

14) Where there are qualifications in any of the audited accounts of the companies comprising the Group during the track record period and thereafter, a submission from the Reporting Accountants showing details of the issues which led to the qualification and their work performed to resolve such issues.

E. Other Information

1 With regard to the new listing application, the sponsor or the Company is required to provide a legal opinion on

whether approval by any PRC government or regulatory authority is required for the listing of the Company's

shares on the Exchange.

The opinion should be from a lawyer or law firm which is registered in the PRC, and describe the ownership

structure of the Company together with its subsidiaries and all shareholders which have a substantial attributable

interest in the Company and/or its Group. The opinion should clearly confirm that either:-

(a) no approval from any PRC governmental or regulatory authority (including any relevant provincial body) is

required in order for the Company's securities to be listed on the Exchange; or

(b) if it is required, approval of which authority and whether or not such approval has been obtained.

In giving such an opinion the reasons and bases for the opinion should also be stated together with a list of the

documents, laws and regulations examined or reviewed for the purpose of rendering the opinion.


M104-3 Feb 2016

M104

15) A list of the parties involved in the listing application, indicating their services provided, the name of each team member and their respective roles and responsibilities. For all licensed persons (corporation or individuals), their respective CE Reference numbers. The parties may include, other than the experts disclosed in the prospectus, other parties which provided services in conjunction with the listing application. Where this is the case, please also set out the roles of these parties, what reliance has been placed in their work and basis for this reliance.

16) A breakdown of expenses relating to the offering charged by the respective parties.

17) Completed authorised representatives/ Company secretary form. (See form FF001M published on the Exchanges website for details)

18) A submission demonstrating the Groups business has been operated under substantially the same management throughout the three full financial years comprising the trading record period under Rule 8.05 and thereafter.

19) A submission demonstrating there has been no change in control in the operating companies comprising the Group for at least the most recent audited financial year and up to the date of listing.

20) Where the new applicants principal operations are conducted through PRC incorporated entities, a summary of the material findings of the sponsor and the Reporting Accountants in assessing whether the underlying financial information of the Groups PRC companies used for the preparation of the Accountants Report is consistent with:-

(i) all the relevant regulatory filings or reports filed with the appropriate competent government authorities; and

(ii) where applicable, the information on related party transactions as shown in the financial statements of the relevant related parties.

Such summary should set out all the relevant regulatory filings/reports reviewed, the method of retrieval of such filings/reports, the amount and nature of any material differences noted, the reasons for any such differences and whether the sponsor is satisfied that such differences have been properly dealt with by adjustments to the financial statements, disclosure or other follow-up action.

21) A confirmation from each of the experts who is named as an expert in the listing document that no material change is expected to be made to the relevant expert opinion included in the Application Proof based on the work done as of the date of confirmation. See Guidance Letter HKEx-GL60-13. For Reporting Accountants confirmation, see paragraph 11 above.

22) A summary of non-exempted continuing connected transactions. (See form M112 published on the Exchanges for details)

23) Any other matters that may assist the Exchanges consideration of the Companys listing application.


Feb 2016

M105- 1

M105


Basic qualifications for new listing

Name of Company :

Name of Sponsor :

Date submitted :

Rule Complied with? Comment 1 Page

No. 2

Yes No N/A

Basic Conditions

8.02

8.03

8.04

8.05(1):-

(a)

(b)

(c)

8.05(2):-

(a)

(b)

(c)

(d)

(e)

(f)

8.05(3):-

(a)

(b)

(c)

(d)

(e)

8.05(4)

8.05A:-

(1)

(2)

8.05B(1)


Feb 2016

M105- 2

M105


No. 2

Yes No N/A

8.05B(2):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

8.05B(3)

8.05C

8.06

8.07

8.08(1):-

(a)

(b)

(c)

(d)

8.08(2)

8.08(3)

8.09:-

(1)

(2)

(3)

(4)

(5)

8.09A

8.10(1)(a):-

(i)

(ii)

(iii)

(iv)

(v)

8.10(1)(b)

8.10(1)(c)

8.10(2):-

(a)

(b)


Feb 2016

M105- 3

M105


No. 2

Yes No N/A

(c)

8.10(3)

8.11:-

(1)

(2)

8.12

8.13

8.13A:-

(1)

(2)

(3)

(4)

(5)

8.14

8.15

8.16

8.17 :-

(1)

(2)

(3)

8.18

8.19:-

(1)

(2)

8.20

8.21(1):

(a)

(b)

8.21(2):-

(a)

(b)

(c)

8.21A(1):-

(a)

(b)

8.21A(2):-

(a)

(b)


Feb 2016

M105- 4

M105


No. 2

Yes No N/A

8.21C

Overseas incorporated issuers only

19.05(1) :-

(a)

(b)

19.05(2):-

(a)

(b)

(c)

(d)

(e)

19.05(3):-

(a)

(b)

19.05(4)

19.05(5)

19.05(6)(a):-

(i)

(ii)

(iii)

19.05(6)(b)

19.05(6)(c)

PRC incorporated issuers only

19A.13(1)

19A.13(2):-

(a)

(b)

(c)

(d)

(e)

19A.13(3):-

(a)

(b)

19A.13(4)

19A.13(5)

19A.14


Feb 2016

M105- 5

M105


No. 2

Yes No N/A

19A.15

19A.16

19A.17

19A.18:-

(1)

(2)

19A.19

Chapter 21 Investment companies

21.04(1)

21.04(2)

21.04(3):-

(a)

(b)

(c)

(d)

(e)

21.04(4)

21.04(5)

21.04(6)

Mineral companies

18.03

(1)

(2)

(3)

(4)

(5)

18.04

Warrants

8.09(4)

15.02:-

(1)

(2)


Feb 2016

M105- 6

M105


No. 2

Yes No N/A

Depositary receipts issuers only (effective on 1 July 2008)

19B.01

19B.05

19B.06

19B.07

19B.08

19B.09(1) :-

19B.09(2) :-

19B.10

19B.11

19B.12

19B.13

19B.14

19B.15

19B.16

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(n)

(o)

(p)

(q)

(r)

(s)

(t)

Others *

* Please specify


Feb 2016

M105- 7

M105

Notes:-

1. Please elaborate on how the Company complies with the requirements.

2. Where applicable, please specify the page no. with relevant disclosure in the Prospectus.

Signed by : (for and on behalf of the Sponsor)


Feb 2016

M106- 1

M106


Basic requirements for contents of Prospectus

Name of Company :

Name of Sponsor :

Date submitted :

Provision Complied with? Comment (where applicable) Page No.1

Yes No N/A

Appendix 1A to Listing Rules (all issuers except depositary receipts issuers):-

1

2

3

4

5

6

7(1)

7(2)

7(3)

7(4)

7(5)

7(6)

7(7)

7(8)

7(9)

8(1)

8(2)

9(1)

9(2)

9(3)

10

11

12

13

13A

14(1)

14(2)


Feb 2016

M106- 2

M106


Yes No N/A

15(1)

15(2):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

15(3):-

(a)

(b)

(c)

(d)

(e)

16

17

18(1)

18(2)

18(3)

18(4)

18(5)

18(6)

18(7)

18(8)

19(1)

19(2)

20(1)

20(2)

21

22

23(1)

23(2)

24


Feb 2016

M106- 3

M106


Yes No N/A

25(1)

25(2)

25(3)

26(1)

26(2)

27

27A

28(1)(a)

28(1)(b):-

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

28(2)

28(3)

28(4)

28(5)

28(6)

28(7)

28(8)

29(1)

29(2)

30

31

32(1)

32(2)

32(3)

32(4)

32(5)(a)

32(5)(b)

33(1)

33(2):-

(a)

(b)

(c)


Feb 2016

M106- 4

M106


Yes No N/A

(d)

(e)

(f)

(g)

33(3):-

(a)

(b)

(c)

(d)

(e)

33(4)(a)

33(4)(b)

33(4)(c)

33(4)(d)

33(4)(e):-

(i)

(ii)

(iii)

(iv)

33(5)

34(1)(a)

34(1)(b)

34(1)(c)

34(2)

35

36

37

38

40

41

42

43

44

45(1)(a)

45(1)(b)

45(1)(c)

45(1A)(a)

45(1A)(b)


Feb 2016

M106- 5

M106


Yes No N/A

45(2)

46(1)

46(2)

46(3)

47(1)(a)

47(1)(b)

47(2)

48

49(1)(a)

49(1)(b)

49(1)(c)

49(2)(a)

49(2)(b)

50

51

51A

52

53(1)

53(2)

53(3)

53(4)

53(5)

Appendix 1E to Listing Rules (depositary receipts issuers only):-

1

2

3

4

5

6

7(1)

7(2)

7(3)

7(4)

7(5)

7(6)

7(7)

7(8)


Feb 2016

M106- 6

M106


Yes No N/A

7(9)

8(1)

8(2)

9(1)

9(2)

9(3)

10

11

12

13

13A

14

15

16

17

18

19

20

21

22

23(1)

23(2)

24

25(1)

25(2)

25(3)

26(1)

26(2)

27

27A

28(1)(a)

28(1)(b):-

(i)

(ii)

(iii)

(iv)

(v)

(vi)


Feb 2016

M106- 7

M106


Yes No N/A

(vii)

28(2)

28(3)

28(4)

28(5)

28(6)

28(7)

28(8)

29(1)

29(2)

30

31

32(1)

32(2)

32(3)

32(4)

32(5)(a)

32(5)(b)

33(1)

33(2):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

33(3):-

(a)

(b)

(c)

(d)

(e)

33(4)(a)

33(4)(b)

33(4)(c)

33(4)(d)

33(4)(e):-


Feb 2016

M106- 8

M106


Yes No N/A

(i)

(ii)

(iii)

(iv)

33(5)

34(1)(a)

34(1)(b)

34(1)(c)

34(2)

35

36

37

38

40

41(1)

41(2)

41(3)

41(4)

41(5)

42

43

44

45(1)(a)

45(1)(b)

45(1)(c)

45(1A)(a)

45(1A)(b)

45(2)

46(1)

46(2)

46(3)

47(1)(a)

47(1)(b)

47(2)

48(1)

48(2)

49(1)

49(2)(a)


Feb 2016

M106- 9

M106


Yes No N/A

49(2)(b)

49(2)(c)

49(2)(d)

49(2)(e)

49(2)(f)

49(2)(g)

49(2)(h)

49(2)(i)

49(2)(j)

49(2)(k)

49(2)(l)

49(3)(a)

49(3)(b)

49(3)(c)

49(3)(d)

49(3)(e)

50

51

52(1)

52(2)

52(3)

52(4)

52(5)

52(6)

52(7)

52(8)

53(1)

53(2)

54(1)

54(2)

55

56

57

58

59

60

61

62


Feb 2016

M106- 10

M106


Yes No N/A

63

64

65

66

67

68

69(1)

69(2)

69(3)

69(4)

69(5)

69(6)

69(7)

69(8)

69(9)

69(10)

69(11)

69(12)

69(13)

69(14)

69(15)

69(16)

69(17)

69(18)

69(19)

69(20)

70

71

72(1)

(a)

(b)

(c)

72(2)

(a)

(b)

73

74

74A


Feb 2016

M106- 11

M106


Yes No N/A

75

76(1)

76(2)

76(3)

76(4)

76(5)

76(6)

Third Schedule to Companies (Winding Up and Miscellaneous Provisions) Ordinance (Hong Kong or

overseas incorporated issuers):-

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


Feb 2016

M106- 12

M106


Yes No N/A

29

30

31

32

33

34

42

43

46

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Hong Kong

incorporated issuers):-

s.37

s.38

s.38C

s.38D

Companies (Winding Up and Miscellaneous Provisions) Ordinance (overseas

incorporated issuers):-

s.342

s.342B

s.342C

Listing Rules (all issuers):-

11.07

11.12

11.17

11.18

11.20

Listing Rules (overseas incorporated issuers):-

19.08(1)

19.08(2)

19.08(3)

19.08(4)

19.09(1)

19.09(2)

19.10(1)


Feb 2016

M106- 13

M106


Yes No N/A

19.10(2)

19.10(3)

19.10(4)

19.10(5)(a)

19.10(5)(b)

19.10(5)(c)

19.10(5)(d):-

(i)

(ii)

(iii)

19.10(6)

19.10(7)

Listing Rules (PRC incorporated issuers):-

19A.27:-

(1)

(2)

(3)

(4)

19A.41

19A.42:-

54(1)

54(2)

54(3)

54(4)

54(5)

54(6)

54(7)

55(1)

55(2)

55(3)

55(4)

56

57

58

59

60

61


Feb 2016

M106- 14

M106


Yes No N/A

62

63

64(a)

64(b)

64(c)

64(d)

64(e)

64(f)

65(a)

65(b)

65(c)

65(d)

65(e)

65(f)

Listing Rules (Chapter 21 investment companies):-

21.06(1)

21.06(2)

21.07

21.08(1)

21.08(2)

21.08(3)

21.08(4)

21.08(5)

21.08(6)

21.08(7)

21.08(8)

21.08(9)

21.08(10)

21.08(11)

21.08(12)

21.08(13)

21.08(14)

21.08(15):-

(a)

(b)

(c)

(d)


Feb 2016

M106- 15

M106


Yes No N/A

(e)

(f)

(g)

(h)

21.08(16):-

(a)

(b)

(c)

(d)

21.09

21.10

Listing Rules (mineral companies):-

18.05(1)

18.05(2)

18.05(3)

18.05(4)

18.05(5)

18.05(6):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

18.06

18.07

18.08

Listing Rules (warrants):-

15.03(1)

15.03(2)

15.03(3)

15.03(4)

15.03(5)

15.03(6)


Feb 2016

M106- 16

M106


Yes No N/A

15.03(7)

15.03(8)

Note:-

1. Where applicable, please specify the page no. with relevant disclosure in the Prospectus.

Signed by : (Legal advisers)


M107


Feb 2016 M107- 1


Property valuation

Name of Company :

Name of Sponsor :

Date submitted :

Rule Complied with? Comment (where applicable) Page No.1

Yes No N/A

General

5.01B (1)

(a)

(b) Refer to Appendix 26

5.01B(2)

(a)

(b)

5.01B(3)

5.01B(4) Refer to 5.10

5.05

5.06(1):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(n)

M107


Feb 2016 M107 - 2


Yes No N/A

(o)

(p)

(q)

(r)

(s)

(t)

5.06(2):-

(a)

(b)

(c)

5.06(3):-

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

5.06(4):-

(a)

(b)

(c)

5.06(5):-

(a)

(b)

(c)

(d)

5.06(6)

5.06(7)

5.06(8)

5.06(9)

5.07

5.08(1):-

(a)

(b)

M107


Feb 2016 M107 - 3


Yes No N/A

5.08(2):-

(a)

(b)

5.09

Property Situated in Developing Property Markets

PN12:-

4.1

4.2

5.1

5.2(a)

5.2(b)

5.3

6.1

6.2:-

(a)

(b)

(c)

(d)

(e)

7

8.1

8.2

8.3(a)

8.3(b)

8.3(c):-

(i)

(ii)

(iii)

(iv)

(v)

(vi)

8.3(d)

8.4

9

11:-

(a)

(b)

(c)

M107


Feb 2016 M107 - 4


Yes No N/A

(d)

12

13

14

16

17

Other documents

PRC legal opinion on the title certificates of PRC properties which is the subject matter of the Companys valuation report

A summary of any defects in the title and any matter relating to the title of any property of the Group, which is the subject matter of a valuation report

Note:

1. Please specify the page no. with relevant disclosure in the Prospectus.

Signed by : (Property valuers)



Feb 2016

M108- 1

M108


Accountants' report

Name of Company :

Name of Sponsor :

Date submitted :

Rule Complied with? Comment (where applicable) Page

No. 1

Yes No N/A

4.04:-

(1)

(2)

(3)(a)

(3)(b)

(4)(a)

(4)(b)

(5)

(6)

(8)

(9)(a)

(9)(b)

(9)(c)

(9)(d)

(10)(a)

(10)(b)

(10)(c)

(10)(d)

(11)

(12)

(13)

4.05:-

(1)(a)

(1)(b)

(1)(c)

(2)(a)

(2)(b)

(3)(a)(i)


Feb 2016

M108 - 2

M108


No. 1

Yes No N/A

(3)(a)(ii)

(3)(a)(iii)

(3)(b)

(4)

4.05A

4.08:-

(1)(a)

(1)(b)

(2)

(3)

(4)

(5)

4.09(1)

4.09(2)

4.10

4.11:-

(a)

(b)

(c)

4.12

4.13

4.14

4.15

4.16

4.17

4.18

4.19

4.22

4.28

4.29:-

(1)

(2)(a)

(2)(b)

(2)(c)

(3)(a)

(3)(b)

(4)(a)

(4)(b)

(4)(c)


Feb 2016

M108 - 3

M108


No. 1

Yes No N/A

(5)(a)

(5)(b)

(5)(c)

(5)(d)

(6)(a)

(6)(b)

(6)(c)

(6)(d)

(7)(a)

(7)(b)

(7)(c)

(8)

19.12

19.13

19.14

19.39(a)

19.39(b)

19.39(c)

19A.10

36.14

36.15

App 16(2):-

2.1

2.2

2.4

2.5

2.6

2.7

2.8

App 16(3):

3.1

3.2

App 16(4)(1)(a):-

4.1

App 16(4)(2)(a)

App 16(4)(2)(b):

4.2

App 16(4)(3):-

App 16(5):-


Feb 2016

M108 - 4

M108

Note:-

1. Please specify the page no. with relevant disclosure in the Prospectus.

Signed by : (Reporting Accountants)



Feb 2016 M109 - 1

M109 Appendix 17

[letterhead of sponsor]

Sponsors undertaking and statement of independence

To: The Listing Division

The Stock Exchange of Hong Kong Limited

/../.

We, .., are the sponsor appointed by .. (the Company) on [Date]

for the purpose referred to in rule 3A.02 of the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited (the Exchange Listing Rules) and have offices located

at . Under rule 3A.03, we hereby:

(1) undertake to The Stock Exchange of Hong Kong Limited (the Exchange) that we shall:

(a) comply with the Exchange Listing Rules from time to time in force and applicable to

sponsors;

(b) use reasonable endeavours to ensure that all information provided to the Exchange and

the Securities and Futures Commission (the Commission) during the Companys listing

application process, or for that part of it as we continue to be engaged by the Company,

is true, accurate, complete and not misleading in all material respects and, to the extent

that we subsequently become aware of information that casts doubt on the truth,

accuracy or completeness of information provided to the Exchange, we will promptly

inform the Exchange and the Commission, as the case may be, of such information;

(c) cooperate in any investigation conducted or enquiry raised by the Listing Division, the

Listing Committee of the Exchange, and/or the Commission including answering

promptly and openly any questions addressed to us, promptly producing the originals or

copies of any relevant documents and attending before any meeting or hearing at which

we are requested to appear;

(d) lodge with the Exchange, before dealings in the Companys securities commence, the

declaration set out in Form E in Appendix 5 as referred to in rule 9.11(36) of the

Exchange Listing Rules;

(e) report to the Exchange in writing as soon as practicable when we become aware of any

material information relating to the Company or its listing application which concerns

non-compliance with the Exchange Listing Rules or other legal or regulatory

requirements relevant to the Companys listing (except as otherwise disclosed), or any

change to the information relating to our independence. This obligation continues after

we cease to be the Companys sponsor, if the material information came to our

knowledge whilst we were acting as the sponsor; and


Feb 2016 M109 - 2

M109 Appendix 17

(f) report to the Exchange in writing of the reasons for ceasing to act as a sponsor as soon

as practicable when we cease to act for the Company before completion of its listing;

and

(2) declare to the Exchange that as regards our relationship with the Company [clearly strike out

whichever of the following does not apply]:

(a) we are and expect to be independent; [or]

(b) we are not or do not expect to be independent because:

[describe in some detail the circumstances that give rise to the lack of independence]

Signed: .

Name: .

For and on behalf of: . [insert the name of sponsor firm]

Dated: .

Note:

Each and every director of the sponsor firm, and any officer or representative of the sponsor firm supplying

information sought in this form, should note that this form constitutes a record or document which is to be

provided to the Exchange in connection with the performance of its functions under relevant provisions

(as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) as amended from

time to time) and is likely to be relied upon by the Exchange. Therefore, you should be aware that giving

to the Exchange any record or document which is false or misleading in a material particular will render

relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and

Futures Ordinance (Cap 571) as amended from time to time. If you have any queries you should consult

the Exchange or your professional adviser immediately.

M110


Feb 2016 M110 - 1

NEW LISTING APPLICATION (EQUITY) MAIN BOARD Confirmation and undertaking with regard to biographical information of Directors and Supervisors and information in the Application Proof

A new listing applicant must submit to the Exchange a written confirmation and undertaking, in the sample form attached, duly signed by each director/ supervisor and proposed director/ proposed supervisor.

M110

The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Feb 2016

M110 - 2

NEW LISTING APPLICATION (EQUITY) MAIN BOARD Confirmation and undertaking with regard to biographical information of Directors and Supervisors [and information in the Application Proof

*#]

[date]

By fax (2295 0198) and by mail

To : Hong Kong Exchanges and Clearing Limited The Stock Exchange of Hong Kong Limited (the Exchange)

11th Floor, One International Finance Centre 1 Harbour View Street, Central Hong Kong Dear Sirs, I, the undersigned, as the [director / proposed director / supervisor / proposed supervisor*] of [name of the new listing applicant] hereby:

Confirmation and Undertaking Under Main Board Listing Rule 9.11(3b)

(a) confirm that the [ ] proof of listing document dated [date] contains all information about my

biographical details as required under Main Board Listing Rule 13.51(2) and that those details

are true, accurate and complete;

(b) undertake that, where, before dealings of securities of [name of the new listing applicant]

commence, there are any changes in my biographical details as referred to in (a) of this written

confirmation and undertaking above, to inform the Exchange as soon as practicable of such

changes; [and]*

(c) undertake to lodge with the Exchange in accordance with Main Board Listing Rule 9.11(38) a

duly signed declaration and undertaking in the form set out in Form [B/ H/ I*] in Appendix 5 of

the Main Board Listing Rules; [and]*

[Confirmation Under Main Board Listing Rule 9.11(3a)]* #

(d) [confirm that the information in the Application Proof is accurate and complete in all material

respects and is not misleading or deceptive under Main Board Listing Rule 9.11(3a).]*

Yours faithfully, _____________________________ [Name of Director / Supervisor*] * Please delete as appropriate # Only applicable to the new listing applicants appointed directors at the time of the Application Proof.


M111

Feb 2016 M111 - 1


Market comparable analysis

Name of Company :

Name of Sponsor :

Date submitted :

A. Key particulars of companies

Company name Stock code Listing venue Date of listing

(month/ year)

Market

capitalization 1

P/E Ratio 1 Company overview (e.g. principal

business, business model, etc.)

The Group N/A N/A N/A

[Comparable A]

[Comparable B]

[]

B. Basis of comparable selection

Company Basis of comparable selection 2

[Comparable A]

[Comparable B]


M111

Feb 2016 M111 - 2

[]

C. Comparison of the Groups performance with average of comparable companies and analysis of variations 3

Name of company

The Group Comparable Industry Average

[A] [B] [C]

Financial Ratios Formulae

Latest full financial year (month/ year)

A. Profitability ratios:-

1. Growth

a. Turnover growth

b. Gross profit

growth

c. Net profit

growth

A.1 Analysis of variations:

2. Profit margins

a. Gross margin

b. Net profit

margin before

a. Gross profit /

Sales x 100%

b. Net profit before

interest & taxes /


M111

Feb 2016 M111 - 3

Name of company


[A] [B] [C]


interest & tax

c. Net profit

margin

Sales x 100%

c. Net profit after

taxes / Sales x

100%


3. Return on equity

a. Return on

equity

b. Return on total

assets

a. Net profit /

Shareholders'

equity x 100%

b. Net profit / Total

assets x 100%


B. Liquidity ratios:-


M111

Feb 2016 M111 - 4

Name of company


[A] [B] [C]


1. Liquidity ratios

a. Current ratio

b. Quick ratio

a. Current assets /

Current liabilities

b. Current assets

Stock / Current

liabilities

B.1 Analysis of variations:


M111

Feb 2016 M111 - 5

Name of company


[A] [B] [C]


2. Turnover ratios

a. Stock turnover

days

b. Debtors'

turnover days

(collection

period)

c. Creditors'

turnover days

(average

payment period)

a. Average Stock /

Sales x 365

days (or the

period

generating the

sales)

b. Average Debtor

/ Sales x 365

days

c. Average Trade

creditors / Sales

x 365 days

B.2 Analysis of variations:


M111

Feb 2016 M111 - 6

C. Capital adequacy ratio:-

1. Gearing ratio 4

Total debt / Total

equity x 100%

C.1 Analysis of variations:

2. Debt to net worth

ratio 4

a. Debt to equity

ratio

b. Interest

coverage

a. Net debt 5 / Total

equity x 100%

b. Profit before

interest and tax /

interest

C.2 Analysis of variations:

D. Other key operating

data and/ or financial

ratios commonly

adopted in the

industry 6


M111

Feb 2016 M111 - 7

1. [ ]

2. [ ]

[ ]

[ ]

D Analysis of variations:

Notes:-

1. Latest available share price of the comparable companies should be used in calculating the market capitalization and price earnings ratio.

2. The Sponsor should provide details of the selection basis of the comparable companies, including but not limited to, how each of the comparable companies scale and size of operations,

principal place and nature of business, key business/ product segments, are compared to the listing applicant. For listing applicant which engages in more than one principal business, the

Sponsor should consider identifying comparable companies for each of the listing applicants business segments for comparison purpose.

3. The Sponsor should (i) ensure that each of the financial ratios and the relevant commentary is consistent with the disclosure in the Prospectus and Summary of key financial ratios during

the track record period (form M113); (ii) exclude all exceptional items which did not generate from the ordinary and usual course of business for comparison purpose; and (iii) for listing

applicant which engages in more than one principal business, disclose comparable information to other comparable companies on a segment-by-segment basis (if possible).

4. Debts are defined to include payables incurred not in the ordinary course of business.

5. Net debts are defined to include all borrowings net of cash and cash equivalents.

6. The Sponsor should consider including any operating data and /or financial ratios which are commonly adopted in the industry of the listing applicants and its comparable companies (e.g.

insurance companies solvency margin ratio, embedded value, value of new business; mining companies mine life, reserve and resources, cash operating costs, etc.).



M112

M112-1 Feb 2016

[Name of the new applicant] (the Company, together with its subsidiaries, the Group)

Summary of non-exempted continuing connected transactions

No. Transaction Parties Relationship of Parties

Duration of Agreement

Description of Agreement

Historical Amounts

Annual Cap Basis of Cap

Continuing Connected Transactions Subject to Reporting and Announcement Requirement

1.

2.

Continuing Connected Transactions Subject to Reporting, Announcement and Independent Shareholders' Approval Requirement

3.

4.


Feb 2016

M113 - 1

M113


Summary of key financial ratios during the track record period with explanation for

fluctuation

Name of Company :

Name of Sponsor :

Date submitted :

Financial Ratios

Formulae

For the year ended

For the [ ]

months

ended

Forecast /

estimate for

the year

ending

[ ] [ ] [ ] [ ] [ ]

A. Profitability ratios:-

1. Growth

a. Turnover

growth

b. Net profit

growth

2. Profit margins

a. Gross margin

b. Net profit

margin before

interest & tax

c. Net profit

margin

3. Return on equity

a. Return on

equity

b. Return on total

assets

a. Gross profit / Sales x

100%

b. Net profit before

interest & taxes /

Sales x 100%

c. Net profit after taxes /

Sales x 100%

a. Net profit /

Shareholders' equity x

100%

b. Net profit / Total

assets x 100%


Feb 2016

M113 - 2

M113

Financial Ratios

Formulae

For the year ended

For the [ ]

months

ended

Forecast /

estimate for

the year

ending

[ ] [ ] [ ] [ ] [ ]

B. Liquidity ratios:-

1. Liquidity ratios

a. Current ratio

b. Quick ratio

2. Turnover ratios

a. Stock turnover

days

b. Debtors'

turnover days

(collection

period)

c. Creditors'

turnover days

(average

payment

period)

a. Current assets /

Current liabilities

b. Current assets Stock

/ Current liabilities

a. Stock / Sales x 365

days (or the period

generating the sales)

b. Debtor / Sales x 365

days

c. Trade creditors /

Sales x 365 days

C. Capital adequacy ratio:-

1. Gearing ratio 1

2. Debt to net worth

ratio 1

a. Debt to equity

ratio

b. Interest

coverage

Total debt / Total equity x

100%

a. Net debt 2 / Total

equity x 100%

b. Profit before interest

and tax / interest

D. Explanation for fluctuation:-

1.

2.

3.

Notes:-

1. Debts are defined to include payables incurred not in the ordinary course of business.

2. Net debts are defined to include all borrowings net of cash and cash equivalents.


Feb 2016

M113 - 3

M113


M114 Appendix 20


Feb 2016 M114 - 1

[letterhead of compliance adviser]

Compliance Advisers undertaking

To: