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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
Ongoing Periodic Reports:
  • Annual Report, including annual consolidated financial statements and management report be prepared in accordance with UKLA Disclosure and Transparency Rules (DTRs) and in accordance with IFRS or equivalent and published with four months of financial year end
  • For premium listed companies, there are additional prescribed contents for the annual report, including a statement of compliance with the U.K. Corporate Governance Code and details of director remuneration
  • A non-U.K. listed company must disclose in its annual report and accounts whether the company is in compliance with its home country’s governance rules
  • All companies with a share listing must publish an interim half-year financial statements (which may be unaudited) together with an interim management report within two months of the half-year end. These requirements do not apply to companies with a DR listing
  • New rules are expected to be introduced later in 2014 to require oil and gas, mining and logging companies to disclose on an annual basis payments made to governments in the preceding financial year
  • Form 20-F Annual Report – must be filed (in English) within 4 months of year end, requiring the Company to disclose annual audited financial information, as well as additional information, such as:
    • a reconciliation to U.S. GAAP (unless financial statements are prepared in accordance with IFRS as issued by IASB)
    • operating and financial review
    • information regarding the business
    • risk factors
    • information regarding management, including disclosure of aggregate executive compensation
    • information on related party transactions
    • disclosure of whether the Company has a code of ethics applicable to its senior financial officers and principal executive officers and, if not, why not
    • disclosure of fees paid to auditors and other auditor and board related matters
    • statement regarding the effectiveness of the Company’s “disclosure controls and procedures” and any changes in the Company’s “internal control over financial reporting”
    • management report on the Company’s “internal control over financial reporting”, together with the Section 404 auditor attestation on that report9
  • Officer Certifications – the CEO and CFO must sign certifications (302 certifications) in connection with the annual report, certifying as to, among other things:
    • the Company’s “disclosure controls and procedures”
    • the Company’s “internal control over financial reporting”
    • that the annual report does not contain any untrue statement or omission of a material fact and fairly presents the Company’s financial condition and results of operation
  • Separate CEO and CFO certifications are required in reports containing financial statements (906 certification). Breach of the relevant provisions carry criminal liability
  • Form SD: Beginning in 2014, companies using “conflict minerals” (including tantalum, tin, gold or tungsten) that originated in the Democratic Republic of the Congo or an adjoining country must disclose such use in a new Form SD; also, resource extraction issuers – companies engaged in the development of oil, natural gas, or minerals – must disclose payments to governments beginning with fiscal years ending after September 30, 2013
  • In respect of each financial year, either (a) an annual report (including an auditor’s report) or (b) a summary financial report, not less than 21 days before the date of the Company’s annual general meeting and in any event within four months after the end of the relevant financial year
  • In respect of the first six months of each financial year, either (a) an interim report or (b) a summary interim report, within three months after the end of such six-month period, all of which comply with Appendix 16 to the Listing Rules or the Companies (Summary Financial Reports of Listed Companies) Regulation, as the case may be
  • Quarterly reporting is not mandatory, although it is a recommended best practice under the Code on Corporate Governance Practices

9 Management internal control reports and related auditor attestations are not required until the second Annual Report on Form 20-F after the Company has become public and JOBS Act companies are exempt from attestation requirements for five years (provided they remain an “emerging growth company”).

Skills

Posted on

2014-09-16