IPO保荐人职责
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【锋行链盟】新加坡证券交易所IPO保荐人职责及核心要点
Sou Hu Cai Jing· 2025-10-06 16:52
Core Viewpoint - The role of sponsors in the Singapore Exchange (SGX) IPO process is crucial, acting as gatekeepers to ensure issuers meet listing standards, maintain transparency, and uphold market integrity [2][5]. Group 1: Legal Responsibilities of SGX IPO Sponsors - Sponsors are legally responsible for the issuer's eligibility and the completeness of information disclosure, covering the entire IPO process and post-listing supervision [2]. - Pre-issuance responsibilities include conducting due diligence and compliance reviews [2]. - Post-listing responsibilities involve ongoing supervision and compliance monitoring [2]. Group 2: Key Points of SGX IPO Sponsors - Independence and Conflict of Interest Avoidance: Sponsors must maintain substantial independence and disclose any potential conflicts of interest in the prospectus [3][5]. - Comprehensive Due Diligence: Sponsors are required to conduct thorough due diligence covering business, financial, legal, and operational aspects to ensure compliance with SGX listing standards [4]. - Prospectus Review: Sponsors must ensure the prospectus is truthful, accurate, and complete, with no misleading statements or significant omissions [4]. - Issuer Qualification Assessment: Sponsors must confirm that the issuer meets the differentiated requirements for SGX's Mainboard and Catalist [4]. Group 3: Issuance Phase Responsibilities - Coordination and Investor Protection: Sponsors assist issuers in developing issuance strategies, roadshow arrangements, and pricing, balancing the issuer's financing needs with investor returns [4]. - Underwriting Responsibilities: If acting as the lead underwriter, sponsors must ensure a fair allocation process [4]. - Regulatory Communication: Sponsors represent issuers in communications with SGX and the Monetary Authority of Singapore (MAS) [4]. - Supervision Period Obligations: Sponsors are required to provide at least three years of ongoing supervision, with potential extensions for Catalist issuers [4]. Group 4: Professional Competence and Resource Investment - Sponsors must be recognized institutions with extensive IPO experience and adequate resources for due diligence, emphasizing the need for third-party verification [6]. - Legal Liability and Risk Assumption: Sponsors face civil and criminal liabilities for inadequate due diligence, with potential penalties reaching up to 10% of revenue or 1 million SGD [6]. - Differentiated Requirements for Catalist and Mainboard: Mainboard sponsors focus on mature companies with standardized responsibilities, while Catalist sponsors engage in more proactive supervision for high-growth firms [6].
【锋行链盟】伦敦证券交易所IPO保荐人职责及核心要点
Sou Hu Cai Jing· 2025-10-06 16:12
Core Viewpoint - The role of sponsors in the IPO process on the London Stock Exchange (LSE) is critical for ensuring compliance with listing standards, adequate information disclosure, and maintaining market integrity. Group 1: Responsibilities of LSE IPO Sponsors - Sponsors are responsible for conducting comprehensive due diligence on the issuer to ensure transparency in business, financial, legal, and operational conditions [2] - They lead the preparation and review of the prospectus, ensuring compliance with the UK Prospectus Regulation and LSE requirements, with a focus on accuracy and completeness [2] - Sponsors must verify the issuer's compliance with LSE listing standards, including business authenticity, financial compliance, legal risks, and management capability [3] - Continuous post-IPO supervision is required to ensure adherence to listing rules and timely, accurate disclosures [3][4] Group 2: Key Points for LSE IPO Sponsors - Sponsors must demonstrate that they have taken "all reasonable steps" in due diligence, as failure to do so may result in liability for disclosure violations [5] - The "single responsibility principle" holds sponsors ultimately accountable for the overall accuracy of the prospectus, with potential regulatory penalties for misleading content [6] - For AIM market issuers, sponsors have heightened responsibilities for ongoing support and must implement internal quality control processes to mitigate risks [7] - AIM sponsors must closely monitor operational stability and report any non-compliance with public holding or market value requirements to the LSE [9]
【锋行链盟】香港联交所IPO保荐人职责及核心要点
Sou Hu Cai Jing· 2025-10-04 10:50
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].