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Hong Kong – Exchange Updated Various Guidance Letters In Relation To Disclosure In Listing Documents In January 2015.

5 May, 2015

 

 

Simplification Series – Disclosure in listing documents for IPO cases – the “Summary and Highlights” section (GL27-12) (Updated in June, July and November 2013, January and April 2014 and January 2015) (Tracked changes version)

 

In relation to the disclosure on “recent development”, it is now required that:

 

  • the disclosure on how the adverse changes affect the financial, operational and/or trading position of an application after the trading record period must enable investors to have a sense of the materiality of the adverse changes
  • the disclosure of the comparative financial information to the non-profit forecast financial information is not compulsory. However, if an applicant chooses to disclose such information in its listing document, this should at least be reviewed by the applicant’s sponsor
  • the total amount of listing expenses relating to the offer should include the underwriting commission

 

Disclosure requirements for IPO cases – Disclosure of material changes in financial, operational and/ or trading position after trading record period (GL41-12) (Updated in November 2013, January 2014 and January 2015) (Tracked changes version)

 

The revised guidance now provides that:

 

  • the disclosure on adverse changes of an applicant after the trading record period in the “Summary” section of the listing document must enable investors to have a sense of materiality of the adverse changes
  • the disclosure of the comparative financial information to the non-profit forecast financial information is not compulsory, however, if an applicant chooses to disclose such information in its listing document, this should at least be reviewed by the applicant’s sponsor
  • any material adverse changes should also be highlighted in the “Risk Factors” and “Financial Information” sections of the listing document

 

Disclosure in listing documents for IPO cases – information in property valuation report and market report (GL65-13) (Updated in January 2015) (Tracked changes version)
 

The revised guidance now provides that in the property valuation report, there should be clear references to tenure and other specific factors such as title defects and special requirements imposed on the properties by the land grant contracts, and the associated value implications, if material.

 

Disclosure of Directors, Supervisors and Senior Management section in listing documents (GL62-13) (Updated in January, March 2014 and January 2015) (Tracked changes version)

 

The revised guidance now clarifies that any references to directors of the listing applicant which were not directors or senior management of the applicant or any of its subsidiaries during the track record period are not required to be included in the table of directors’ remuneration in the accountants’ report.

 

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For further information, please contact:

 

Hilda Chiu, Partner, Stephenson Harwood
hilda.chiu@shlegal.com

 

 

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