[Editor’s Note: The following update is authored by Davis Polk & Wardwell LLP]
On 23 July 2013, The Stock Exchange of Hong Kong Limited released a large number of amendments to the Rules Governing the Listing of Securities on the Exchange, revised checklists, guidance materials and templates. Subject to certain transitional provisions, these materials will come into effect on the same date, 1 October 2013, as the amendments to various guidelines and codes released by the Securities and Futures Commission (the “SFC”) in December last year. Together, they will implement the new regulatory regime for sponsors in a listing application or initial public offer (“IPO”) conducted in Hong Kong.
This briefing will discuss highlights of the new regime, focusing on the listing of equity securities on the Main Board of the Exchange. All references to the Listing Rules are to those of the Main Board.
The listing application process
Under the new regime, the sponsor (or in the case of multiple sponsors, the last-appointed) must be appointed at least two months before submission of the listing application form (“Form A1”), which officially kicks starts the listing application process. Each sponsor must notify the Exchange of its appointment by submitting a copy of the engagement letter.
Key new requirements under the reform initiative include:
- the sponsor must have completed all reasonable due diligence on the listing applicant before the submission of Form A1;
- a range of revised confirmations, checklists and other documentation must accompany the Form A1, including a draft prospectus (the Application Proof or “AP”);
- the AP must be a substantially complete document at the time of Form A1 submission (except for information which by its nature can only be finalised at a later stage); and
- subject to the transitional provisions discussed below, the AP will be publicly released at the same time as the submission of Form A1 to the Exchange.
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