Documents Responsibility
Public Documents
1. Prospectus All parties
2. Application forms – public (white, yellow) Sponsor/Sponsor Lawyers/Company Lawyers
3. Share certificates and transfer forms Registrar/Company/Sponsor Lawyers

4. Cheques for return of excess application monies/Covering note

Registrar/Company/Sponsor Lawyers

5. Letters of regret regarding unsuccessful applications and applications received after subscription lists closed

Registrar/Company/Sponsor Lawyers
Documents Supporting Prospectus
6. Company supporting schedule on profit forecast Company/Accountants
7. Indebtedness Statement Company/Accountants
8. Budget/cash flow/working capital Company/Accountants
9. Accountant report and audited accounts of Company for three years Company/Accountants
10. [Statement of adjustments for Accountants’ report] Accountants
11. Accountants’ comfort letter on profit forecast Accountants
12. Accountants’ comfort letter on indebtedness, working capital, banking facilities on other financial information Accountants
13. Accountants’ consent letter Accountants
14. Letters from banks confirming facilities provided/indebtedness Company/Accountants
15. Sponsors’ comfort letter on profit forecast Sponsor
16. Sponsors’ consent letter Sponsor
17. Estimate of expenses Sponsor/Company
18. Sponsor comfort letter on working capital statement Sponsor
19. Verification notes Sponsor Lawyers

20. Letter confirming registration of prospectus under Companies Ordinance

Company Lawyers
21. Letter of confirmation of indebtedness Company/Accountants
22. Letter of confirmation of working capital Company/Accountants
23. Directors service agreements/ Supervisers service agreements Company/Company Lawyers/ PRC Lawyers
24. Property valuation Valuers
25. Valuer consent letter Valuers
26. Plant and machinery valuation report Valuers
27. PRC lawyers’ consent letter PRC Lawyers
Underwriting and Placing Documents
28. “Red herring” proof prospectus Sponsor/Printer
29. Placing and Underwriting agreement Sponsor Lawyers/Sponsor
30. Agreement amongst Placing Underwriters Sponsor/Sponsor Lawyer
31. Sub-underwriting letters Sponsor
32. Invitation telex Sponsor Lawyer/Sponsor
33. Pricing agreement Sponsor Lawyer/Sponsor
34. Allotment telex Sponsor Lawyer/Sponsor
35. Stabilisation letter Sponsor Lawyer/Sponsor
36. Sponsor post-listing appointment letter Sponsor Lawyer/Sponsor
37. List of placees Company/Sponsor
Reorganisation Documents and Approvals
38. Reorganisation agreement Company/Company Lawyers/PRC Lawyers
39. Documents for formation of the Company and other group companies as per reorganisation plan (Reorganisation Report)

Company/Company Lawyers/ PRC Lawyers

40. Approvals for the reorganisation of the Company from the relevant PRC authorities (if required) Company/PRC Lawyers

41. Approvals for the Transfer of assets and land from the relevant PRC authorities (if required)

Company/PRC Lawyers
42. Approval for the issue of shares by the Company from the relevant PRC authorities (if required) Company/PRC Lawyers
43. Application for confirmation of assets valuation Company/PRC Lawyers

44. Approval from the relevant authorities of income tax rate (if applicable)

Company/PRC Lawyers
Company Documents
45. Powers of Attorney from all directors to sign prospectus and to deal with all matter arising out of the Share Offer Company/ Company Lawyers
46. Articles of Association Company/Company Lawyers/PRC Lawyers
47. Material contracts Company/Company Lawyers/PRC Lawyers
48. Leasing/rental agreements (if any) Company/Company Lawyers/PRC Lawyers
49. Minutes of Board Meeting of Company :-

  1. determine issue price or authorise
  2. appointment of directors and supervisors
  3. Adopt Model Code for securities transactions by directors of listed companies and Code of Good Practice
  4. approved forecasts of profit, cash flow and dividend policy
  5. confirm no material changes in financial or trading position of
  6. the Company as stated in Prospectus
  7. approve Red herring/“U-proof” Prospectus
  8. confirm directors’ interests as disclosed in Prospectus
  9. note directors’ Prospectus liabilities
  10. approve formal notice of Prospectus
  11. approve bulk print of Prospectus and application forms
  12. authorise signing of the placing and underwriting agreement
  13. approve agreement and Registrar Agreement
  14. authorise the issue of share certificates and adopt the securities seal
  15. approve estimate of expenses
  16. approve press announcement
  17. approve signing of verification notes
  18. approve listing on Stock Exchange including signing of Listing Agreement
  19. appoint Board Committee
  20. note/approve signing of Powers of attorney from all directors to sign prospectus, directors statement of interests, directors responsibility letters, Listing agreement
  21. appoint new non-executive directors, if not already appointed
  22. convene EGM
Company/Company Lawyers/PRC Lawyers
50. Notice of EGM of the Company to, inter alia:

  1. approve an increase in authorised share capital
  2. authorise the Share Offer
  3. adopt new Articles
51. Consent to short notice for EGM Company/Company Lawyers/PRC Lawyers
52. Minutes of EGM Company/Company Lawyers/PRC Lawyers
53. Board minutes for approving placing results Company/Company Lawyers/PRC Lawyers
54. Buildings and fixture certificates Company/PRC Lawyers
55. Land documents Company/PRC Lawyers
56. Regulatory Certificates of Company/Holding Company/Associated Companies Company/PRC Lawyers
Press Conference/Announcements
57. Formal notice of prospectus (English and Chinese) Sponsor

58. Announcement of allotment results (English and Chinese)

59. Announcement of placing results Company/Sponsor
60. Fund managers presentation/roadshow arrangements Company/Sponsor/PR Company
61. Presentation materials for press conference on the flotation Company/Sponsor/PR Company
62. Press release on the flotation Company/Sponsor/PR Company
63. [Announcement of exercise of over-allotment option (English & Chinese)]
SEHK-related Documents
64. Form A1 Sponsor/Company
65. Form C1 Sponsor/Company
66. Submission re-connected party transaction Company/Company Lawyers/Sponsor
67. Directors statement of interests/ Supervisors statement of interests Company/Company Lawyers
68. Directors responsibility letters Company/Company Lawyers
69. Directors declarations and undertakings/ declaration and undertakings(if any) Company/Company Lawyers
70. Directors contract for compliance and arbitration / Supervisors contract for compliance and arbitration (if any) Company/ Company Lawyers
71. Company secretaries contract of compliance and arbitration Company/ Sponsor
72. [Rule 19.06 submission] Sponsor Lawyers/Company Lawyers/Sponsor
73. Listing agreement Company/HKSE
74. Approval in principle for listing of the shares from HKSE Sponsor/HKSE
75. Final approval of listing from HKSE Sponsor/HKSE
Legal Opinions

76. PRC legal opinion on the Company establishment and legal status

PRC Lawyers

77. PRC legal opinion for purpose of placing and underwriting agreement

PRC Lawyers

78. PRC legal opinion/report (including placing and review) on land title and title of building and fixtures

PRC Lawyers

79. PRC legal opinion in relation to Summary of PRC law and Articles of Association in Prospectus

PRC Lawyers

80. Legal opinion (HK) re incorporation status of Company from HK lawyer

Company Lawyers

81. Miscellaneous filings under Hong Kong Companies Ordinance

Company/Company Lawyers

82. Memorandum on directors’ Prospectus liability

Sponsor/Sponsor Lawyers
83. Timetable Sponsor

84. Application for registration as overseas company (HK)

Company/Company Lawyers
85. Application for Business Registration Certificate (HK) Company/Company Lawyers
86. Business Registration Certificate (HK) Company/Company Lawyers
87. Translator certificate Translation Company
88. Sponsor letter on translator competency Sponsor
89. List of assets Company/Accountants
90. List of liabilities Company/Accountants
91. Registrar Agreement Company/Company Lawyers/Sponsor Sponsor Lawyers
92. Receiving bankers agreement Company/Receiving banker/Sponsor/Sponsor Lawyers/Company Lawyers

February 2002

This note is provided for information purposes only and does not constitute legal advice. Specific advice should be sought in relation to any particular situation. This note has been prepared based on the laws and regulations in force at the date of this note which may be subsequently amended, modified, re-enacted, restated or replaced


Julia Charlton

Julia Charlton

Clinton Morrow

Clinton Morrow

Calvin Ho

Calvin Ho


Listing on the Hong Kong Stock Exchange

Listing on the Hong Kong Stock Exchange

Hong Kong Stock Exchange


Documents supporting prospectus

Underwriting and placing documents

Reorganisation documents and approvals

Approval of listing

Hong Kong Stock Market

Hong Kong Stock Exchange Index

Hong Kong Share Prices