charltonslaw.com

Hong Kong Law

September 2013

New Sponsors Regime To Come Into Effect For Listing Applications Submitted On Or After 1 October 2013 And Publication Of The Hong Kong Sponsor Due Diligence Guidelines

free download of 750+ page hong kong sponsor due diligence guidelines, coordinated by charltons, developed as an initiative of hong kong sponsors to promote standards in the conduct of due diligence for new hong kong listings, particularly relevant to chinese companies, with a view to maintaining the integrity of the hong kong market and to assuring the quality of information disclosed in ipo prospectuses. the hong kong sponsor due diligence guidelines are available free to the public at www.duediligenceguidelines.com.

The Hong Kong Sponsor Due Diligence Guidelines were developed in light of the new paragraph 17 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, which sets out the standards and certain procedures, taken together with the Hong Kong Stock Exchange Listing Rules, expected by the SFC of sponsors in the conduct of a due diligence to support IPOs in Hong Kong, as an important reference point to guide sponsors and Hong Kong professionals as sponsors' work is ultimately to be judged "based on what a sponsor's peers would consider objectively appropriate having regard to all relevant facts and circumstances at the time of making a listing application". The Hong Kong Sponsor Due Diligence Guidelines are also an educational tool for less experienced market practitioners or those coming to Hong Kong from other jurisdictions.


The new regime on the regulation of sponsors under the Securities and Futures Commission's (SFC) new paragraph 17 of the Code of Conduct for Persons Licensed by or Registered with the SFC (the Code of Conduct) and the rule changes published by The Stock Exchange of Hong Kong Limited (the Exchange) to complement the SFC's new sponsors regulation will come into effect on 1 October 2013 and apply to listing applications submitted on or after 1 October 2013.1

Developed as an initiative of Hong Kong sponsors in light of the new sponsors regime and in particular new paragraph 17 of the Code of Conduct, the Hong Kong Sponsor Due Diligence Guidelines have been published for the purpose of promoting standards in the conduct of due diligence in respect of Hong Kong listings of equity securities with a view of maintaining the integrity of the Hong Kong market and to assuring the quality of information disclosed in listing documents. The Hong Kong Sponsor Due Diligence Guidelines are available free to the public at www.duediligenceguidelines.com.

The following is a summary of the new sponsors regime and the Hong Kong Sponsor Due Diligence Guidelines.

New Sponsors Regime

Substantially Complete Listing Application

Initial 3-day Check during 1 year transitional period

Publication of Application Proof

Confidential filings

Review Procedure

Information on the Exchange's Website

Replacement of WPIP regime with PHIP regime

Hong Kong Sponsor Due Diligence Guidelines


  1. Implementation of certain of the Exchange's rule changes relating to publication will be suspended from 1 October 2013 to 31 March 2014.

  2. Main Board Listing Rule 3A.02B and GEM Listing Rule 6A.02B.

  3. Main Board Listing Rule 3A.02A and GEM Listing Rule 6A.02A.

  4. FAQ No. 30 of Exchange FAQ Series 24 Listing Rule changes to complement the Securities and Futures Commission's New Sponsor Regulation effective on 1 October 2013.

  5. Main Board Listing Rule 9.03 and GEM Listing Rule 12.09.

  6. The checklist is set out in Table B of Guidance Letter HKEx-GL56-13.

  7. Paragraph 106 of the Consultation Conclusions on the regulation of IPO sponsors.

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Charltons - Hong Kong Law Newsletter - Issue 208 - 30 September 2013