Keywords: IPO sponsors, Pre-IPO investments, waiver, interim report, IPO Placee Lists

This quarterly update (October to December 2012) highlights recent developments in Hong Kong capital markets practices:

TOPICAL ISSUES

  • New Regulations on IPO Sponsors: On 12 December 2012, SFC published its "Consultation Conclusions on the regulation of IPO sponsors" to confirm certain reforms in two major areas: (a) the regulatory regime for sponsors' conduct; and (b) the legislative amendments relating to sponsors' liability. The new regulatory requirements will apply to listing applications submitted on or after 1 October 2013. The legislative amendments will follow a separate timetable.
  • New Guidance on Pre-IPO Investments: On 25 October 2012, HKEx published two guidance letters to help remove some of the uncertainties surrounding Pre-IPO investments by cataloguing which Pre-IPO investment terms and which Pre-IPO convertible instruments pricing arrangements are allowed and which ones are not.

PROCEDURES AND WAIVERS

  • Granting of Waiver in relation to Despatch of Interim Report: On 12 October 2012, HKEx published a listing decision in which it grants a waiver to a listing applicant from strict compliance with the requirement to send an interim report to its shareholders under Rule 13.48(1) of the Listing Rules.
  • Granting of Waiver in relation to Filing of IPO Placee Lists: On 14 December 2012, HKEx published an updated listing decision specifying the conditions which a listing applicant should satisfy for granting a waiver from compliance with the filing of placee lists requirement under the Listing Rules with respect to the IPO shares sold in public offers outside Hong Kong.

DISCLOSURE REQUIREMENTS AND GUIDANCE

  • Guidance on Matters in relation to Biological Assets: On 7 December 2012, HKEx published a guidance letter to provide guidelines on various matters in relation to biological assets: (a) unrealised fair value gains on valuation for the purpose of the trading record and profit requirements under the Listing Rules; (b) disclosure requirements; and (c) due diligence work expected to be performed by sponsor and other professional advisers.

LISTING SUITABILITY AND OTHER LISTING DECISIONS

  • Guidance on Satisfying the Trading Record Requirements: On 26 November 2012, HKEx published a guidance letter on matters relating to satisfying the trading record requirements under the Listing Rules.
  • Contractual Arrangements would not Result in Unsuitability for Listing (Further Guidelines): On 5 December 2012, HKEx published a revised listing decision to set out further guidelines in relation to the previous version of the listing decision published on 27 August 2012 in which it determines that the legal questions relating to certain contract-based structures arrangements would not render the listing applicant unsuitable for listing.

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Previously published on October 2012

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