Chapter 23
Due Diligence Guidelines –
Mineral Companies
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Code of Conduct Paragraphs |
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17.4(c)(i), (ii), (iv) |
17.6(e)(ii), (v) |
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17.6(d)(iii), (iv), (vi), (vii) |
17.7(b), (c), (d) |
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Listing Rules |
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18.03(1), (2), (3), (4), (5) |
18.24 |
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18.04 |
18.25 |
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18.05(2), (3), (4), (5), (6) |
18.29 |
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18.06 |
18.30(2), (3), (4) |
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18.07 |
18.32 |
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18.18 |
18.33(1), (3) |
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18.20 |
Appendix 25 to the Listing Rules |
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18.21(1), (2), (3) |
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Key Stock Exchange Guidance Letters |
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Exchange Guidance Letter GL52-13 |
Exchange Guidance Letter GL22-10 |
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Other Key References |
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Guidance Note 7 to the Listing Rules |
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Paragraph 13(e) of Practice Note 21 to the Listing Rules |
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Exchange Listing Decision LD74-2013 |
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Consultation Conclusions on New Listing Rules for Mineral Companies |
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Exchange’s Frequently Asked Questions Series 12 |
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1. Introduction
1.1 Mineral Companies are the only industry sector where the Exchange has seen fit to create a dedicated chapter of the Listing Rules with additional rules on qualification for listing. Accordingly, this due diligence guideline has been prepared with a view to guiding sponsors on particular due diligence issues which may arise in the context of Mineral Company listings. There is no specific mention of mineral or resources companies in the SFC’s Consultation Paper on the Regulation of Sponsors, the SFC’s Consultation Conclusions on the Regulation of Sponsors or the Code of Conduct, or in Practice Note 21 to the Listing Rules, but the provisions of Paragraph 17 of the Code of Conduct would apply equally to Mineral Companies. In addition, this due diligence guideline also discusses other due diligence issues specific to Mineral Companies.
1.2 This due diligence guideline takes as its basis the key requirements of Chapter 18 of the Listing Rules for an examination of appropriate due diligence procedures which should be considered by sponsors. It should be noted that other due diligence guidelines applicable to companies other than Mineral Companies are also relevant and must be applied together with the due diligence guidance set out herein. This due diligence guideline should therefore be seen as additional to those other due diligence guidelines and is not a replacement for them.
1.3 FAQ 23 of the Exchange’s Frequently Asked Questions Series 12 (updated on 1 July 2014) states that the obligations of sponsors in relation to Mineral Companies are those set out in Chapter 3A of the Listing Rules and Listing Rule 18.27, and that reference should be made to paragraphs 5 and 14 of Practice Note 21 to the Listing Rules in relation to the expert sections of the document.1
1.4 This due diligence guideline does not purport to be an analysis of the full meaning of each of the requirements of Chapter 18 of the Listing Rules, but is focused solely on the specific processes which a sponsor should consider undertaking in respect of due diligence to the extent that they may differ from the general approach required for listing applicants operating in other sectors.
1.5 Unless otherwise specified, defined terms used in this due diligence guideline have the same meaning as set out in Chapter 1 and Chapter 18 of the Listing Rules or in the Code of Conduct, as the case may be.
Endnotes
1. FAQ 23 of the Exchange’s Frequently Asked Questions Series 12.
Disclaimer
HKCFEF Limited and the contributing law firms, accountants and sponsors are not offering these due diligence guidelines as legal, financial or professional advice or services and they should not be relied upon as such. These due diligence guidelines should not be used as a sole basis for any decision, action or inaction and are not meant to serve as a substitute for the advice of qualified professionals. See here for the full terms and conditions.