Jurisdiction - Hong Kong
Hong Kong – The New Professional Debt Regime Under Chapter 37.

13 May 2012


In March 2012, the Exchange published an update on the new professional debt regime under Chapter 37 of the Listing Rules, which clarifies the following:
Eligibility requirements for professional debt listing
The issuer and its debt securities are qualified for listing if the following three 
conditions are fulfilled:
1. The issuer has net assets of HK$100 million;
2. The issuer has audited accounts for the two years before the listing application; and
3. The debt securities have a minimum denomination of HK$500,000 or equivalent amount in foreign currency.
Note: 1 and 2 are not required for Hong Kong-listed issuers.
Streamlined approval procedures and shorter turnaround time
In practice, for applications that do not involve novel features, the Exchange will, under normal circumstances, issue the listing approval letter or eligibility letter:
• within one business day for issues involving a Hong Kong-listed company, and
• within two business days for other issuers.
Simplified disclosure requirement of listing document
Listing Rule 37.29 now requires a listing document to contain information that professional investors would customarily expect it to contain, with simple disclosure 
Waivers to allow placing to highnet-worth investors 
The Exchange will grant waivers to allow professional debt issues to be marketed to investors prescribed under Section 397 of the Securities and Futures Ordinance (SFO), which includes high-net-worth investors (not just to professional investors under Part 1 of Schedule 1 of SFO). 
For a copy of our briefing note “Where to list bonds issued in the international markets by Asian corporates”, please follow the link: http://www.mofo.com/files/Uploads/Images/120507-Briefing-note.pdf


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