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Requirements for an offering and listing in the U.K., U.S. or Hong Kong

Requirements for an offering and listing in the U.K., U.S. or Hong Kong

United Kingdom United States Hong Kong
Premium Listing Standard Listing
Specific Prospectus Disclosure Requirements:

Company’s specific disclosure obligations in the Prospectus are governed by the Listing Rules and the Prospectus Rules.

The Prospectus must include:

  • a summary
  • risk factors
  • operating and financial review (covering financial condition and operating results), capital resources and trends
  • if issuer has a “complex financial history” or a “significant financial commitment” has been made, then, in addition to the historical financial information noted above, further financial reports, including proforma financial statements, may be required
  • (for share prospectuses only) a statement that the Group has sufficient working capital for at least the next 12 months
  • (for share prospectuses only) a statement of capitalisation and indebtedness dated no later than 90 days prior to the prospectus
  • a responsibility statement by the Company and its Directors (by the Company only if a DR prospectus)
  • history and development
  • group activities (principal activities and markets, employees, investments, licenses)
  • management information, remuneration and benefits, board practices
  • individual director shareholdings
  • major shareholdings
  • detail on any direct or indirect owner / controller, the nature of the control and arrangements to avoid abuse of that control (see “Controlling Shareholders” below in relation to premium listings)
  • related party transactions
  • information on the shares/DRs
  • material litigation
  • material contracts
  • plan of distribution
  • for specialist issuers, further reports may be required – for example a mineral company would be required to include a “Mineral Expert’s Report” and specific disclosures on reserves and resources

The Company’s specific disclosure obligations in the Prospectus are governed by the requirements set forth in the Form F-1 Registration Statement (which incorporates many of the requirements of the Form 20-F).

The Prospectus must include:

  • risk factors
  • selected financial information for 5 years
  • information regarding the offering, use of proceeds, dividends, capitalization
  • operating and financial review, covering period to period review of operating results, liquidity and capital resources, trends, off-balance sheet financings
  • market risk
  • description of the business, including litigation, employees, regulation and competition
  • management information, including aggregate (unless otherwise disclosed individually) remuneration and benefits and board practices
  • related party transactions
  • major beneficial shareholders (covering beneficial owners of at least 5% of outstanding shares, or, if less, those who have notifiable interests under local law)
  • information on the capital stock
  • tax consequences of the offering
  • plan of distribution
  • material contracts filed as exhibits
  • for specialist issuers, such as property casualty insurance companies, oil and gas companies and mining companies, further disclosure may be required

The Company’s specific disclosure obligations in the Prospectus are governed by the HK Listing Rules, in particular Part A of Appendix 1.

Generally, Part A of Appendix 1 requires the following:

  • general information about the Company, its advisers and the Prospectus
  • information about the securities for which listing is sought and the terms and conditions of their issue and distribution
  • information about the Company’s authorised and issued share capital
  • general information about the activities of the corporate group of which the Company is a member
  • commentary on the Group’s liquidity, financial resources and capital structure
  • information on general business trends
  • financial information about the Group and the prospects of the Group3
  • information about the Company’s management
  • use of the proceeds of the public offering
  • material contracts and documents for inspection
  • interests and short positions of each director and chief executive of the Company in the shares, underlying shares and debentures of the Company or any associated corporation which will have to be notified to the Company and the HKSE under the Securities and Futures Ordinance (the “SFO”)
  • interests and short positions of each person, other than a director or chief executive of the Company, in the DRs and underlying shares of the Company which would fall to be disclosed to the Company and the HKSE under the SFO
  • valuation report on the Company’s interests in real property, subject to certain carrying amount thresholds
  • information in respect of the Company’s pension schemes

3 The inclusion of profit forecasts is not required, but is encouraged.

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Posted on

2014-09-16