Set out below is a summary of the process for a listing application in Hong Kong.
Appointment of sponsors
In order to ensure that reasonable time is committed by the sponsors (typically the lead underwriters) to the listing application to conduct due diligence in respect of the listing applicant, the notification of appointment of sponsors must be filed to the HKSE at least two months before submission of a listing application.
Submission of listing application
At least two months after the date of filing of the notification of appointment of sponsors, a listing applicant may file a listing application to the HKSE. Upon receipt of the listing application documents that should be substantially complete, the HKSE will conduct a detailed qualitative assessment of the listing application.
The HKSE will conduct a detailed qualitative assessment of the listing application in terms of the following overarching principles:
- eligibility for listing;
- suitability for listing;
- sustainability of its performance and business; and
- compliance of the listing application with relevant securities rules and legislation.
During the vetting process, the listing department of the HKSE and the SFC may raise queries or prospectus disclosure comments to the listing applicant or sponsors to the IPO. The HKSE is generally expected to provide the first round of written comments within 10 business days of receipt of the listing application and, where necessary, provide further rounds of written comments within 10 business days of receipt of replies to previous comments. Assuming it takes five business days to respond to the HKSE’s written comments and two rounds of written comments are raised, an application will be presented or a listing committee hearing around 40 business days from the date of filing of the listing application. The actual timing will depend on the swiftness in responding to the comments and quality of the responses. An application may still be returned by the HKSE or the SFC if the regulators consider during the vetting process that the application is not substantially complete.
When the enquiries and comments from the listing department of the HKSE and the SFC are satisfactorily addressed, the listing department will present the relevant listing application for listing committee hearing (for Main Board applicants) or GEM listing hearing (for GEM applicants), as applicable. The relevant hearing committee will consider the listing application and may raise additional comments if necessary.
Publication of post-hearing information pack
After the hearing committee is generally satisfied with the listing application, it will issue a post-hearing letter to the applicant. Once the listing applicant is of the view that material comments (if any) from the HKSE have been addressed, it has to electronically publish a post-hearing information pack (PHIP) on the HKSE website. A PHIP is a redacted version of the latest draft prospectus with all offer-related information (such as descriptions of how an application for shares may be made) removed and appropriate warning and disclaimer statements included in accordance with the specific guidelines prescribed by the HKSE. In any event, the PHIP must be published prior to the earlier of the distribution of the red herring documents to institutions or professional investors or of commencement of the book-building process with institutions or professional investors. As a general principle, all disclosures in the PHIP are expected to be the same as the final prospectus to be issued except that certain information in the PHIP is redacted.
Launch of deal
Once the HKSE is satisfied with the quality of the listing application, taking into account the overarching principles mentioned in the foregoing paragraph, it will grant a no-comment letter for the prospectus and share application forms, after which the prospectus and share application forms may be bulk-printed and an IPO may be launched.
Commencement of dealing in shares
After the launch of an IPO, the listing applicant and the underwriters are required to submit certain administrative and marketing-related information to the HKSE. Once the HKSE and the SFC are satisfied that all listing-related matters including those related to marketing and allotment of securities have been properly arranged, unconditional listing approval will be granted to the issuer for listing of its shares on the HKSE. Typically, dealing in the shares will commence about five to seven business days after pricing.
Back to top