This quarterly update (October to December 2012) highlights
recent developments in Hong Kong capital markets practices:
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
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
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.
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
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
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
On the 9 September 2016 the MFSA issued feedback to its consultation of the 1 April 2016 in relation to intra-group loans.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).