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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
新加坡证券交易所(SGX)作为全球主要金融中心之一的重要资本市场,其首次公开募股(IPO)过程中,保荐人(Sponsor) 扮演核心角色,承担"看门人"职责,确保发行人符合上市标准、信息透明,并维护市场诚信。以下从职责框架和核心要点两方 面梳理SGX IPO保荐人的关键要求: 一、SGX IPO保荐人的法定职责 根据新加坡《证券与期货法》(SFA)及《上市规则》(Listing Manual),保荐人需对发行人的适格性和信息披露完整性负法 律责任,核心职责贯穿IPO全流程及上市后督导期: 1. 发行前阶段:尽职调查与合规审查 3. 上市后阶段:持续督导与合规监督 二、SGX IPO保荐人的核心要点 若存在潜在利益冲突(如同属一个金融集团),需采取隔离措施(如设立独立团队),并向市场充分披露。 2. 专业能力与资源投入 3. 法律责任与风险承担 4. 凯利板与主板的差异化要求 总结 1. 独立性与利益冲突规避 保荐人需保持实质独立,不得与发行人存在可能影响判断的关联关系(如重大股权、业务合作、交叉任职)。SGX要求保 荐人对独立性进行公开声明,并在招股书中披露关联关系细节。 全面尽职调查:保荐人需对发行人开展" ...
【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].