Hkex Listing Agreementadmin
1.2.4 Non-exhaustive examples of essential contracts include pre-IPO investment contracts; Loan and securities documents, business combinations, agreements to acquire or dispose of essential assets, and structured contracts related to life structures.3 2. Paragraph 52 of Schedule 1, Part A of the Rating Rules requires the publication of data and parties to all essential contracts (which have not been properly concluded) concluded by a member of the group within two years immediately prior to the issuance of the rating document. (ii) This threshold could be expressed, for example. B, as a percentage of the total turnover or total assets of the listing applicant. 1.3.6 Given the promoter`s responsibilities, the listing candidate should not retain substantial audit contracts. In particular, all copies, including additional agreements or modifications, should be denied to the proponent because of the presumed sensitivity or confidentiality of a contract.8 The proponent should not allow the proponent to consult with the persons concerned in relation to the material contracts9 , including confidential information, see Chapter 3, Chapter 2.2.2, „Due diligence Guidelines – Approach and Scope.“ (a) the size of the contract – the value of the contract relative to the assets or revenue of the listing applicant. 1.2.3 Whether certain contracts are „essential contracts“ depends on the nature of the contract, the economic activity in which the listing applicant operates and the size of the applicant. Therefore, the criteria for determining whether a contract is a „material contract“ vary from case to case. A subsidiary of Zhongtian has entered into an agreement with Qingdao Ruiding Energy Co., Ltd. (Ruiding), which has designated the subsidiary as the exclusive supplier of construction materials and equipment and the subsidiary would procure materials from a supplier.
The subsidiary obtained a loan of RMB600 million by mortgaged Land as collateral and entered into an agreement with Ruiding and the supplier, which provided RMB600 million to the supplier. Mr. Chen, a director of Zhongtian, accepted the agreement and his son, a director of the subsidiary and Ruiding, executed it for and on behalf of the subsidiary and then announced the agreement eight months later. Zhongtian did not receive a circular or obtain shareholder approval for the transaction. HKEx also criticized Zhongtian`s main internal control flaws (particularly the lack of a clear system governing issues that need to be approved by the Board of Directors, the failure to monitor compliance with the listed rules and the failure to provide regular management accounts to directors). These breaches resulted in all the directors concerned violating their obligations to HKEx to best comply with listing rules and to make the best efforts to enforce the listing rules (following the non-monitoring of the group`s financial situation). In particular, HKEx found that Mr. Chen knew or reasonably served to know that financial risk and risk were significant to the group, and he breached his duties as a director by failing to perform (i) proper diligence by Ruiding and the supplier, (ii) assessing the risk of default, (iii) informing the directors of the agreement and related transactions.
, and iv) provide professional advice on the effects of the Ruing listing.