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    Regulatory, securities & derivatives

    We advise local and international clients on raising finance in Hong Kong’s securities markets and on Hong Kong securities law. We work with clients in structuring and executing initial public offerings (IPOs) on the Stock Exchange of Hong Kong and on private placements, buybacks, block trades, convertible bond issues and rights issues. We also structure and advise on bank loans and debt and derivative issues. All these areas rely on our extensive knowledge of the Hong Kong regulatory regime. Other key areas of our practice involve advising financial service sector clients on setting up in Hong Kong and advising on the regulatory framework for offering investment products in Hong Kong. With Hong Kong’s development as a major regional fund management centre, advising funds and fund managers is another major focus. Hong Kong is home to a developed insurance market and we advise on the regulation of insurers and other insurance professionals. Our knowledge of Mainland China’s securities laws and regulations and our contacts with Chinese lawyers enable us to assist clients on transactions involving Mainland China.

    Services

    Hong Kong securities law

    We advise companies and financial service sector clients on all aspects of the Hong Kong regulatory regime.

    Hong Kong listing rules

    Our lawyers have decades of experience in advising companies, sponsors and underwriters on listing on the Hong Kong Stock Exchange and we provide on-going advice to listed companies on compliance with the Hong Kong Listing Rules and Hong Kong’s other regulatory requirements.

    Hong Kong insurance companies

    We assist international and local insurers and insurance intermediaries on all aspects of Hong Kong’s insurance industry regulation.

    Mainland China’s securities law

    Our experience of securities law and contacts in Mainland China enable us to assist clients with Mainland China-related transactions and projects.

     

    Hong Kong Securities Law

    Hong Kong’s equity market is The Stock Exchange of Hong Kong Limited (the Exchange), which is a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (SEHK). The Exchange comprises a securities market and a derivatives market and also provides clearing houses for these markets. The Exchange operates two boards:

    • the Main Board which provides fund-raising opportunities for companies able to meet its financial and other qualifying criteria; and
    • the Growth Enterprise Market or GEM which offers a listing platform for smaller companies and also acts as a stepping-stone to Main Board listing.

    Hong Kong’s Regulatory Bodies

    There are two bodies involved in approving the listing of companies on the Exchange: the Securities and Futures Commission (SFC) and the Exchange.

    Applications to list are submitted to the Exchange for vetting. However, Hong Kong operates a dual-filing system under which listing application documents are also reviewed by the SFC, although approval to list is granted by the Exchange. The SFC’s comments on listing application documents are channeled through the Exchange’s Listing Division.  The Exchange also acts as the frontline regulator of listed companies and is responsible for monitoring listed companies’ compliance with the Exchange’s Hong Kong Listing Rules.

    As the principal regulator of Hong Kong’s securities market, the SFC fulfils a number of functions including the following: (i) it oversees the Exchange’s performance of its listing-related responsibilities; (ii) it monitors the activities of listed companies and may institute inquiries or investigation in cases of market misconduct or breach of relevant statutes or codes; (iii) it can bring disciplinary proceedings for misconduct against entities regulated by it under the Securities and Futures Ordinance, for example IPO sponsors and brokers); (iv) it administers Hong Kong’s Code on Takeovers and Mergers and Code on Share Buy-backs; and (v) it is involved in the making of regulatory change and any change to the Exchange’s Hong Kong Listing Rules requires the consent of the SFC.

    Misleading Disclosure in IPO Prospectuses

    The key regulatory provisions applicable to Hong Kong-listed companies are set out in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of Hong Kong), the Securities and Futures Ordinance (Cap. 522 of Hong Kong) (the SFO) and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Hong Kong Listing Rules).

    The principal provisions aimed at protecting listed company shareholders are contained in the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the SFO. Responsibility for the accuracy of an IPO prospectus rests primarily with the listing applicant’s directors and all IPO prospectuses are required to include a directors’ responsibility statement acknowledging the truth, accuracy and completeness of the information included in the prospectus. Directors of listing applicants may be subject to criminal and/or civil liability under the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the SFO, as well under the common law and in tort, where they knowingly, recklessly or negligently allow materially misleading information to be included in a prospectus.

    The Hong Kong Listing Rules and the SFC’s Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission additionally impose extensive due diligence obligations on the sponsor or sponsors appointed by listing applicants to assist with their applications to list on the Exchange.

    Post-listing Obligations of Hong Kong-listed Companies

    Post-listing, Hong Kong-listed companies are required to comply with extensive obligations in relation to the public reporting of price-sensitive information, disclosure of financial information, and with obligations to announce and obtain shareholders’ approval of certain types of transaction (particularly “notifiable transactions”, which are normally acquisitions or disposals meeting certain size thresholds, and “connected transactions” with related parties of a listed company’s directors and substantial shareholders (i.e. those holding 10% or more of the company’s voting rights)). The obligation to disclose price-sensitive information is a statutory obligation under Part XIVA of the SFO, breach of which can result in the company and its directors being fined up to HK$8 million.

    The SFO also contains a dual civil and criminal market misconduct regime which covers six types of market misconduct: insider dealing; false trading; price rigging; disclosure of information about prohibited transactions; disclosure of false or misleading information inducing transactions; and stock market manipulation. The maximum criminal penalties that can be imposed are 10 years’ imprisonment and fines of up to HK$10 million. Breach of any of the statutory provisions can also result in civil proceedings before the Market Misconduct Tribunal. In recent years, the SFC has also relied on its powers under sections 212 to 214 SFO to obtain redress for shareholders of listed companies in cases of market misconduct. These sections entitle the SFC to apply to the Court of First Instance for a broad range of orders, including a restitutions order whereby one party is required to put the other back to the same position as before the relevant transaction was entered into.

    In June 2012, court orders sought by the SFC under section 213 were granted ordering Hontex International Holdings Company Limited (Hontex) to repurchase its shares from investors who had subscribed for Hontex shares in its initial public offering or purchased them in the secondary market. Hontex had acknowledged that its IPO prospectus contained materially false or misleading information and that it had contravened section 298 SFO, a market misconduct provision which prohibits the distribution of materially false or misleading information that is likely to induce another to subscribe for or purchase securities, if the person knows or is reckless as to whether the information is false or misleading.

    Section 213 SFO allows the SFC to apply to the court for a broad range of remedies or injunctions where there has been a breach of:

    • any provision of the SFO;
    • the provisions of Parts II and XII of the Companies (Winding Up and Miscellaneous Provisions) Ordinance relating to prospectuses; and
    • certain provisions of the anti-money laundering and counter-terrorist financing legislation.

    特码生肖辨认图:Securities law

    Regulatory regime

    Hong Kong listing rules

    Hong Kong securities law

    Hong Kong regulatory regime

    Stock Exchange of Hong Kong listing rules

    Mainland China’s securities law

    Hong Kong Law

    Types of securities

    Raising finance in Hong Kong’s securities markets

    Hong Kong initial public offering IPO

    Misleading disclosure in IPO prospectus
    Companies (Winding Up and Miscellaneous Provisions) Ordinance
    Post-listing Obligations of Hong Kong listed Companies
    SFO Section 212 213 214

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  • 让每一所乡村学校都“美”得有特点、“优”得有亮点 2019-03-25
  • 人民日报社黑龙江分社 2019-03-25
  • 美元短线拉升 随后回吐涨幅 2019-03-19
  • 人民网专访中国中小企业协会副会长、一带一路工作委员会主任商世伟 2019-03-19
  • 候选企业:神州优车集团 2019-03-17
  • 广西百色贫困山区经济社会发展现状调研报告 2019-03-17
  • 邻邦扫描:自卫队训练情报员讲中文 越军列装二手韩国战舰 2019-03-10
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