有关联交所修改后的上市规则对借壳上市的相关具体条款（上市规则第14章）如下：
Additional requirements for reverse takeovers
14.54 The Exchange will treat a listed issuer proposing a reverse takeover as if it were a new
listing applicant. The enlarged group or the assets to be acquired must be able to meet
the requirements of rule 8.05 and the enlarged group must be able to meet all the other
basic conditions set out in Chapter 8 of the Exchange Listing Rules. The listed issuer
must comply with the requirements for all transactions set out in rules 14.34 to 14.37.
14.55 A reverse takeover must be made conditional on approval by shareholders in general
meeting. No written shareholders’ approval will be accepted in lieu of holding a general
meeting. The Exchange will require any shareholder and his associates to abstain from
voting at the relevant general meeting on the relevant resolution(s) if such shareholder
has a material interest in the transaction. Furthermore, where there is a change in control
of the listed issuer as referred to in rule 14.06(6) and any person or group of persons will
cease to be a controlling shareholder (the “outgoing controlling shareholder”) by virtue of
a disposal of his shares to the person or group of persons gaining control (the “incoming
controlling shareholder”), any of the incoming controlling shareholder’s associates or an
independent third party, the outgoing controlling shareholder and his associates may not
vote in favour of any resolution approving an injection of assets by the incoming
controlling shareholder or his associates at the time of the change in control. Where any
shareholder is required to abstain from voting, any vote of shareholders taken at the
general meeting on the relevant resolution(s) must be taken on a poll.
Note: The prohibition against the outgoing controlling shareholder and his associates
voting in favour of a resolution approving an injection of assets does not apply
where the decrease in the outgoing controlling shareholder’s shareholding is
solely the result of a dilution through the issue of new shares to the incoming
controlling shareholder rather than any disposal of shares by the outgoing
controlling shareholder.
14.56 If any vote of shareholders at the general meeting was taken on a poll, the listed issuer
shall announce the results of the poll in the manner prescribed under rule 13.39(5).
14.57 A listed issuer proposing a reverse takeover must comply with the procedures and
requirements for new listing applications as set out in Chapter 9 of the Exchange Listing
Rules. The listed issuer will be required, among other things, to issue a listing document
and pay the non-refundable initial listing fee. A listing document relating to a reverse
takeover must contain the information required under rules 14.63 and 14.69. The listing
document must be despatched to the shareholders of the listed issuer at the same time
as or before the listed issuer gives notice of the general meeting to approve the
transaction. The listed issuer must state in the announcement on the reverse takeover
when it expects the listing document to be issued.
