Listing of mineral companies on the Hong Kong Stock Exchange

by David Richardson
Dorsey & Whitney
Hong Kong
Telephone: +852 2105 0234
Email: richardson.david@dorsey.com

Introduction

David Richardson is with the Hong Kong office of the law firm of Dorsey & Whitney, which have a strong mineral resources practice.

David advised in a secondary listing on the Hong Kong Stock Exchange (“Exchange”) of Sino Gold Mining Limited which raised approximately US$120 million. The Company is the only mineral resource explorer and producer presently listed on the Exchange. The Company was, at the time of listing, the largest foreign producer of gold in the PRC. David had previously acted in the listing of Zijin Mining, one of the largest domestic producer of gold in the PRC. David is presently acting for a number of overseas mineral companies in their listings on the Exchange.

The Exchange is characterized by great liquidity. Part of this liquidity is as a result of the qualified domestic institutional investor scheme to channel China's foreign reserves into the Exchange and to alleviate the liquidity glut in the economy. Despite the global financial crises, the Exchange will therefore be a relatively safe haven.

While the Exchange is dominated by Hong Kong and mainland Chinese companies, to alleviate this dependence, the Exchange implemented a policy in 2007 to attract foreign companies to list on it. Sino Gold Mining Limited from Australia was the first foreign company to list on the Exchange under this policy. Foreign companies are increasingly looking to list on the Exchange. The premiums for resource companies on the Exchange remain strong. Given China's huge demand for minerals and resources, the lack of mineral and resources companies on the Exchange and the premiums involved, foreign mineral and resources companies are especially looking to list on the Exchange.


General

The Exchange operates two markets, being the Main Board and the Growth Enterprise Market (“GEM”). The Main Board is a market for companies that meet profit or other financial standards requirements. However, mineral companies which fulfill certain qualifications need not comply with these requirements. The GEM Board is a second board and a stepping stone towards the Main Board.

This is a series of articles which deal with the requirements to list on the Main and GEM Boards, as well as the specific requirements for mineral companies.

Main Board

GEM

Types of securities

Equities (shares and depositary receipts), debts, third party derivatives, unit trusts and investment vehicles.

Equity (shares only) and debt securities only (including options, warrants and convertible securities).

Debt securities

Allows the listing of debt securities without the listing of a new applicant's or its parent's equity securities.

The listing of debt securities is permitted only if:

· the issuer's equity securities are listed or will be simultaneously listed on GEM; or

· the equity securities of the parent of the debt issuer are or will be simultaneously listed on GEM

Theme of the market

Capital formation for larger and more established companies which meet our profit or other financial standards requirements.

A second board and a stepping stone towards the Main Board.

Dual listing

Allows dual listings with different requirements for primary and secondary listings.

Allows dual listings, but not secondary listings.

Place of incorporation

All Australian states and the Canadian province of British Columbia were accepted by the Exchange in 2006.

Hong Kong, Bermuda, the Cayman Islands or the People’s Republic of China are acceptable.

Other jurisdictions accepted on a case by case basis.