Keywords: SFC, prospectus liability, sponsors, CWUMPO

The Securities and Futures Commission (SFC) has recently published its "Supplemental Consultation Conclusions on the Regulation of IPO Sponsors – Prospectus Liability" to confirm its position as follows:

  • Sponsors are already included in the broad category of persons who "authorised the issue of the prospectus" under the existing Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32 of the Laws of Hong Kong)1 (CWUMPO).
  • Accordingly, sponsors have potential statutory criminal and civil liability under the CWUMPO for untrue statements (including material omissions) in prospectuses. SFC will rely on the relevant CWUMPO provisions to take action as appropriate.
  • No further legislative amendment is required to clarify sponsors' civil and criminal prospectus liability.

Originally published 1 September 2014


1. Please refer to sections 40(1)(d), 40A(1) and 342F(1) of the CWUMPO

Learn more about our Hong Kong office and Corporate & Securities practice.

Visit us at

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.