Due Diligence Guidelines –
Provision of Information to Analysts
Addendum 6: Suggested Text of Email or other Written Reminder for Issuer’s Counsel
[To be sent by sponsors to issuer’s Hong Kong counsel at kick-off of deal]
We take this opportunity to remind you, as Hong Kong legal advisers to the Company, to alert the Company’s directors and senior management to the serious implications of imparting to any person, including research analysts, any material information, including forward-looking information (whether quantitative or qualitative) which is not reasonably expected to be included in a prospectus or publicly available (“impermissible information”).
[We understand that you will cover this issue in the training to be given to directors and senior management on this issue and have developed suggested materials which you may find useful [attach the suggested training materials per Addendum 7].] [In this respect, we expect that you will arrange for senior counsels to be present at all analysts’ presentations to chaperone the Company such that impermissible information is not, either directly or indirectly, disclosed or provided.]
We trust that you are aware of paragraph 16 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, including the requirement for a regulated firm to maintain procedures and policies to prevent investment analysts from being provided with any impermissible information, and the prohibition against the analyst seeking such information from the Company or its advisers.
We would also like to remind you that if any information is given, at any stage during the listing application process, in writing or verbally by [the Company] or any of its directors, employees or substantial shareholders, or by any of their respective advisers (including you) to investment analysts, we would appreciate your assistance in ensuring that such response does not breach the above-mentioned restrictions. If any impermissible information is disclosed, it will need to be included in the prospectus.
We will be happy to answer any queries you may have in this regard.
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.