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This is a guide to PRC companies which are to be listed on Hong Kong Stock Exchange.
Clear Explanations (adapted from the author’s doctorate thesis)
This book will give a brief description of the history of the development of H share listing and how it overcame obstacles posed by the two different legal systems in Hong Kong and China. The first chapter of the book will particularly appeal to students and legal academics. Each section will conclude with a summary of the main points – in bullet point form (“main points”).
Checklists (from the author’s experience as corporate finance lawyer)
The book will then provide useful checklists of documents required and scenarios and sample timetables to give an idea to compliance officers the timeline and documents required.
The checklists are to ensure that no action has been missed out and no documents have been omitted. Checklists can be photocopied and attached to the front of each file.
Draft contracts and Agreements (from the author’s research and his experience as a corporate finance lawyer)
The book will give examples of draft contracts and forms which may be useful to legal practitioners and compliance officers.
Sample documents may assist lawyers in practice, either through analysis and criticism, or through adaptation and use. They can be used as models for clear and correct writing. The documents are not intended to replace legal textbooks, precedent books, or libraries of precedents built up by firms or individual lawyers.
Focus
The main focus of the book is on the legal work required for company listing and the role of the Hong Kong lawyer in the listing transaction. The book will not cover in any detail the work done by bankers, accountants or PRC lawyers, eg sale/subscription/placing/introductions, pricing structure, accounting standards, PRC legal opinions. Only in the final chapter will a general overview of the work of other team players in the listing of the company be given.
Key Features & Benefits
- Development of H share listings:
- What are H shares?
- Why H share listings? (red chip/ backdoor listing?)
- Law & regulations regarding H share listings (three-tier model of regulation: company law, securities law, and the Listing Eules)
- Main Board vs Growth Enterprise Market (GEM)
- Listing requirements (various tests)
- Draft timetable for listing – document checklist
- e.g. powers of attorney, statement of interests and responsibility letters from each director of the Company, board and shareholder meeting minutes, letter from accountants regarding the indebtedness statement, statement on working capital requirement and other financial information in the HK prospectus, PRC legal opinions, service contract with directors, consent letters from experts.
- Restructuring (listing vehicles, asset valuation, auditing the enterprises’ account, a list of necessary Government approvals, land issues) & connected transactions (including possible non-competition agreement)
- Executive & managerial competence (sponsors, independent, and non-executive officers, qualifications of company secretary)
- Full disclosure (prospectus requirements) and legal due diligence (verification notes)
- Drafting: acting for listing company vs acting for underwriter
- articles of association (compliance checklist)
- various forms (responsibility letter, statement of interests, service agreements, forms under Appendix 5 of the Listing Rules)
- prospectus
- underwriting agreement and/or placing agreement (including sub-underwriting letters)
- Enforcement (arbitration vs court)
- Other team players (bankers, accountants, valuer(s), Mainland Chinese lawyers, financial printer, public relation officer, and depository bank(s), etc)
