Keywords: capital markets, Hong Kong, overseas issuers, listing, procedures and waivers, disclosure requirements

This quarterly update (October to December 2013) highlights recent developments in Hong Kong capital markets practices:

TOPICAL ISSUE

  • Listing of overseas issuers - country guides published
  • Guidance - matters which might affect suitability for listing

PROCEDURES AND WAIVERS

  • Waiver required - profit forecast - a period not being a six- or 12-month period (or quarter period for GEM listing applicants)

DISCLOSURE REQUIREMENTS AND GUIDANCE

  • Simplification series - the "Summary and Highlights" section in listing documents
  • Simplification series - White and Yellow Application Forms (AFs) - the "How to Apply for Hong Kong Offer Shares" section in a prospectus (HTA)
  • Disclosure in prospectus - material adverse changes in financial, operational and/or trading position after the trading record period

LISTING SUITABILITY AND OTHER LISTING DECISIONS

  • Engaging in non-compliant financing arrangements - listing application delayed for 12 months - listing applicant was required to prove that it could sustain financially and operate independently
  • Further guidelines - VIE structures would not result in unsuitability for listing
  • Having businesses/projects in countries on which sanctions are imposed - would not result in unsuitability for listing with appropriate disclosures
  • Guidance - spin-off and reverse takeover applications

Get the Full Issue of the Capital Markets Quarterly Update (October to December 2013)

Visit us at www.mayerbrownjsm.com

Mayer Brown is a global legal services organization comprising legal practices that are separate entities (the Mayer Brown Practices). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales; Mayer Brown JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2014. The Mayer Brown Practices. All rights reserved.

This article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein. Please also read the JSM legal publications Disclaimer.