Investor Presentaiton
Appendix G
Requirements applicable to entities not incorporated under the Hong Kong
Companies Ordinance and listed on the Stock Exchange of Hong Kong
In general, overseas issuers incorporated in the common law jurisdictions of Bermuda and Cayman Islands may list on the Stock
Exchange of Hong Kong Limited (Exchange) and the Listing Rules apply as much to them as to issuers incorporated under the Hong
Kong Companies Ordinance, subject to the additional requirements set out or referred to in Chapter 19 of the Main Board Listing Rules
(MBLRS) (or Chapter 24 of the GEM Listing Rules in the case of listing on GEM). An issuer which is duly incorporated in Chinese
Mainland as a joint stock limited company (defined as "PRC issuers" in Chapter 19A.04 of the MBLRs) may also list on the Exchange and
the Listing Rules apply as much to them as to issuers incorporated under the Hong Kong Companies Ordinance, subject to additional
requirements, modifications and exceptions set out or referred to in Chapter 19A of the MBLRs (or Chapter 25 of the GEM Listing Rules
in the case of listing on GEM).
This Appendix lists out areas where Chinese Mainland/overseas incorporated entities listed on the Exchange should take particular
care, so far as financial reporting is concerned, with a focus on the differences compared to issuers incorporated under the Hong Kong
Companies Ordinance.
I.
Auditor's report
This Guide includes an illustrative audit report on the financial statements of an issuer incorporated under the Hong Kong
Companies Ordinance prepared under Hong Kong Standard on Auditing 700 (Revised) on pages 23 - 27. The differences between
this report and the reports to be issued by auditors when the listed issuer is not incorporated under the Hong Kong Companies
Ordinance are summarised below. The full wording of the auditor's report applicable for Chinese Mainland, Cayman Islands or
Bermuda incorporated issuers is included at the end of this Appendix:
Elements of auditor's
report
Issuers incorporated under the Hong Kong
Companies Ordinance
Chinese Mainland or
Cayman Islands
incorporated issuers
Bermuda incorporated
issuers
1.
Place of incorporation
2.
Opinion
3.
4.
Responsibilities of the
directors for the
consolidated financial
statements
Auditor's responsibilities
for the audit of the
consolidated financial
statements
Although it is not a requirement in HKSA 700 or ISA 700, in Hong Kong it is common practice to disclose
the place of incorporation of the company below the title and the addressee of the auditor's report.
•
The auditor's opinion is referenced to
the applicable financial reporting
•
framework and the Hong Kong
.
Companies Ordinance.
The terms "financial position" and
"financial performance" are
specifically required to be used in the
statement of the auditor's opinion by
the Hong Kong Companies Ordinance.
The description of the directors'
responsibilities is referenced to the
applicable financial reporting framework
and the Hong Kong Companies Ordinance.
The description of the auditor's
responsibilities is referenced to section 405
of the Hong Kong Companies Ordinance.
The auditor's opinion is referenced to the
applicable financial reporting framework and the
disclosure requirements of the Hong Kong
Companies Ordinance.
Any terms used in the statement of the auditor's
opinion should follow the company law of the
country of incorporation. If there is no specific
term required by the relevant company law, then
the terms "financial position" and "financial
performance" may be used to be in line with the
Hong Kong market.
The description of the directors' responsibilities is
referenced to the applicable financial reporting
framework and the disclosure requirements of the Hong
Kong Companies Ordinance.
The description of the
auditor's responsibilities
is not referenced to any
ordinance or legislation.
The description of the
auditor's responsibilities
is referenced to Section
90 of the Bermuda
Companies Act 1981.
II.
Disclosures of financial information under the Listing Rules
Appendix 16 to the MBLRs and Chapter 18 of the GEM Listing Rules set out the minimum financial information that listed issuers
should include in their financial reports, preliminary announcements, circulars etc. These apply equally to issuers incorporated
under the Hong Kong Companies Ordinance and issuers not incorporated under the Hong Kong Companies Ordinance. However,
both Appendix 16 and Chapter 18 also contain disclosure requirements concerning annual reports which are applicable only to
overseas issuers and PRC issuers. These are summarised below:
overseas issuers or PRC issuers shall include a statement, where applicable, that no pre-emptive rights exist in the jurisdictions
in which the listed issuers are incorporated or otherwise established (ref: A16.20);
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