Chapter 11

Due Diligence Guidelines –

Connected Persons and Connected Transactions

Code of Conduct Paragraphs




Key Stock Exchange Guidance

Chapter 14A of the Listing Rules

1. Introduction

1.1 Background

1.1.1 The focus of this due diligence guideline is on understanding a listing applicant’s connected persons and the transactions that a listing applicant has or intends to enter into with, or which otherwise involve, its connected persons.

1.1.2 To the extent that a connected person is also a controlling shareholder, the sponsor should also refer to Chapter 10 “Due Diligence Guidelines – Controlling Shareholders’ Relationship with the Listing Applicant” on understanding a listing applicant’s controlling shareholders1 and compliance with the listing conditions relating to controlling shareholders.2


1. Based on reasonable due diligence, a sponsor should have a sound understanding of: (i) a listing applicant, including its history and background, business and performance, financial condition and prospects, operations and structure, procedures and systems; and (ii) the personal and business backgrounds of the directors, key senior managers and (where applicable) controlling shareholders of the listing applicant. [Paragraph 17.3(a) of the Code of Conduct]

2. Before submitting an application on behalf of a listing applicant to the Stock Exchange a sponsor should come to a reasonable opinion that: … the listing applicant is in compliance with all relevant listing qualifications under Chapter 8 of the Listing Rules (except to the extent that waivers from compliance with those requirements have been applied for to the Stock Exchange in writing). [Paragraph 17.4(c)(i) of the Code of Conduct]


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.

Controlling Shareholders of Listing Applicant

Listing Applicants Connected Transactions

Compliance With The Listing Conditions Relating To Controlling Shareholders

Connected Persons and Connected Transactions

Compliance with all Applicable Listing Conditions under the Listing Rules

Compliance with Listing Conditions of Hong Kong Stock Exchange

Table of contents