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Capital Markets Quarterly Update (October to December 2013)

10 February 2014
Mayer Brown JSM Newsletter

This quarterly update (October to December 2013) highlights recent developments in Hong Kong capital markets practices:

Topical Issue

  • Listing of overseas issuers - country guides published
  • Guidance - matters which might affect suitability for listing

Procedures and Waivers

  • Waiver required – profit forecast - a period not being a six- or 12-month period (or quarter period for GEM listing applicants)

Disclosure Requirements and Guidance

  • Simplification series – the "Summary and Highlights" section in listing documents
  • Simplification series – White and Yellow Application Forms (AFs) – the "How to Apply for Hong Kong Offer Shares" section in a prospectus (HTA)
  • Disclosure in prospectus – material adverse changes in financial, operational and/or trading position after the trading record period

Listing Suitability and Other Listing Decisions

  • Engaging in non-compliant financing arrangements – listing application delayed for 12 months – listing applicant was required to prove that it could sustain financially and operate independently
  • Further guidelines – VIE structures would not result in unsuitability for listing
  • Having businesses/projects in countries on which sanctions are imposed - would not result in unsuitability for listing with appropriate disclosures
  • Guidance - spin-off and reverse takeover applications


  • Jeckle Chiu
    T +852 2843 2245

Related People

  • Billy K. M. Au
    T +852 2843 2254
  • Jacqueline S. T. Chiu
    T +852 2843 2447
  • Jason T. Elder
    Partner, Registered Foreign Consultant (New York, USA)
    T +852 2843 2394
  • James M. Fong
    T +852 2843 2299
  • Derek Y. W. Tsang
    T +852 2843 2591
  • Mark Uhrynuk
    T +852 2843 4307

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