Due Diligence Guidelines –
Provision of Information to Analysts
Addendum 7: Suggested Insert for Directors’ Training Presentation
Restriction on disclosure of material information to analysts
• The Hong Kong prospectus is the sole document by which the Company sells its shares in the Hong Kong IPO
• Any other additional document by which securities are offered to the public (or members of the public) could constitute a “prospectus” under Hong Kong law, in which case:
• the prospectus content requirements will apply
• the translation requirements will apply
• the registration requirement will apply
Breach of the prospectus laws is a criminal offence
• To avoid the risk of liability, the directors and senior management of the Company must ensure that no material information about the Company or its securities is provided to any investment research analyst, unless the information is reasonably expected to be included in the prospectus or is publicly available.
• When assessing whether any such information is “material” information, the test that should be applied is whether the information is material to an investor in forming a valid and justifiable opinion of the Company and its financial condition and profitability.
• This restriction covers any information provided to an analyst, directly or indirectly, formally or informally, and in writing or verbally. It covers all communications in a meeting, during a presentation, site visit or interview, or in any other context.
• It is of paramount importance that no additional material non-public information is provided to other persons, including analysts
• in case of disclosure (whether intentional or not) to analysts, the Company may be compelled to disclose the same information in the prospectus
• such information may not be appropriate for a prospectus and may not be verifiable
• Consequences of putting such a statement in the prospectus
• any untrue statement (including any statement that is false, misleading or deceptive) in a prospectus may give rise to criminal and civil liability, including personal liabilities of each director and any other person who authorised the issue of the prospectus
• the directors must likewise take personal liability for the truthfulness, accuracy and completeness of any information the Company may be compelled under the SFC rules to insert into the prospectus under the above circumstances
• The restriction covers any information provided to an analyst, directly or indirectly, formally or informally, and in writing or otherwise
[Consider inserting examples of impermissible information]
• The Company is strongly advised to seek the guidance and assistance of [names of the Sponsor and both teams of Hong Kong legal advisers] if there are any uncertainties
Suggested insert for directors’ training presentation (Chinese version):
• 任何据之向公众 (或公众的成员) 发售证券的其他额外文件可构成香港法例下的 “招股章程”，在该情况下：
• 不向其他人 (包括分析员) 提供额外的重要非公开资料是至为重要的
• 如果向分析员进行披露 (不论是是否有意) 公司可能被要求于招股章程中披露相同的资料
• 招股章程中的任何不实声明 (包括任何错误、误导或欺诈的声明) 可导致刑事或民事责任，包括每一名董事及授权出具招股章程的任何其他人士的个人责任
• 如果在此方面有任何不确定之处，在此强烈建议公司向[保荐人及两个香港法例顾问团队的名称] 寻求指导和协助。
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.