【锋行链盟】香港联交所IPO保荐人职责及核心要点

Core Viewpoint - The core responsibility of IPO sponsors at the Hong Kong Stock Exchange is to ensure that issuers meet listing requirements, provide accurate and comprehensive information disclosure, and protect investor interests [2][23]. Group 1: Definition and Role of Sponsors - Sponsors are licensed financial institutions recognized by the Stock Exchange, responsible for providing IPO sponsorship services [3]. - Their key roles include comprehensive verification of the issuer's compliance, financial authenticity, and business sustainability [3]. Group 2: Main Responsibilities of Sponsors - Responsibilities are divided into three phases: pre-listing, listing application, and post-listing [4]. - The core responsibilities include due diligence before listing and ongoing supervision after listing [4]. Group 3: Pre-Listing Phase: Due Diligence - Due diligence is the most critical responsibility, requiring sponsors to demonstrate "reasonable diligence" to verify issuer information [5]. - Business due diligence involves checking the issuer's main business, market position, competitive advantages, and assessing industry prospects [5]. - Financial due diligence includes auditing financial statements, confirming the accuracy of financial data, and evaluating the issuer's financial condition against listing criteria [6]. - Legal due diligence involves verifying the issuer's legal structure, compliance status, and identifying significant legal risks [7][8]. - Corporate governance due diligence assesses the composition and operation of the board and internal control systems [9]. Group 4: Listing Application Phase: Assistance and Communication - Sponsors guide issuers in preparing the prospectus to ensure compliance with Stock Exchange requirements [10]. - They communicate with the Stock Exchange to address inquiries and assist issuers in adjusting application documents [11]. - Compliance checks confirm that issuers meet listing conditions and do not have disqualifying issues [12]. Group 5: Post-Listing Phase: Ongoing Supervision - Sponsors must fulfill ongoing supervision responsibilities for 12 months post-listing, extendable to 24 months in certain cases [13]. - They monitor timely disclosure of significant events and verify the accuracy of periodic reports [13]. - Ensuring compliance with listing rules and checking the effectiveness of corporate governance structures are also key responsibilities [14]. Group 6: Key Points of Sponsor Responsibilities - Sponsors must maintain independence and avoid conflicts of interest [16]. - They are responsible for ensuring the prospectus contains all significant information and does not omit negative information [17]. - Ongoing supervision effectiveness is crucial, especially for smaller issuers [18]. - Identifying and disclosing major risks faced by the issuer is essential [19]. - Sponsors must educate and train the issuer's directors and executives on post-listing responsibilities [20]. - Industry-specific requirements must be addressed, particularly for biotech companies and companies with dual-class share structures [21]. Group 7: Liability of Sponsors - Sponsors may face civil, regulatory, and criminal liabilities if issuers engage in false disclosures or violations post-listing [22].