Jurisdiction - Hong Kong
Hong Kong – New Sponsors’ Regime And Amendments To The Listing Rules.

26 September 2013


Legal News & Analysis – Asia Pacific – Hong Kong – Regulatory & Compliance


The new sponsors’ regime, together with corresponding changes to the Listing Rules, will be implemented in Hong Kong for listing applications submitted on or after 1 October 2013.

The new sponsors’ regime

In respect of sponsors, the Code of Conduct will be amended to codify the sponsor’s key roles in an IPO. Sponsors are expected to have a sound understanding of the listing applicant based on reasonable due diligence.

The Code of Conduct sets out guidance on the due diligence expectations in respect of a listing application. Before submitting the listing application, a sponsor should complete all reasonable due diligence on the listing applicant and should ensure that all material information revealed by the due diligence is included in the draft listing document.

The Code of Conduct also sets out the expected roles that a sponsor should perform in advising and providing guidance to the listing applicant and preparing the listing document.

The Listing Rules amendments

The Listing Rules amendments contain procedural changes to the IPO process. Under the revised rules, the application proof of the listing document (with necessary redactions to ensure regulatory compliance) will be required to be published on the Exchange’s website at the time of filing the listing application. This requirement has, however, been deferred until 1 April 2014.

The A1 proof is expected to be substantially complete when the listing application is submitted. Where it is returned on the basis that it is not, there will be an eight week moratorium before a fresh listing application can be made.

The revised Listing Rules streamline the application process with the majority of documents previously submitted in stages to the Exchange now being required to be submitted with the listing application. The regulatory commenting process has also been streamlined, focusing on major issues such as eligibility, suitability, sustainability, any material disclosure deficiencies and regulatory compliance.

The Exchange has also produced a series of guidance letters and has updated some existing guidance letters to supplement the revised Listing Rules and aid interpretation of the new regime.


herbert smith Freehills


For further information, please contact:


Matt Emsley, Partner, Herbert Smith Freehills
[email protected]


Jason Sung, Partner, Herbert Smith Freehills
[email protected]

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