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© Адвокатское бюро «Егоров, Пугинский, Афанасьев и партнеры» FOREIGN IPOs IN THE HONG KONG SECURITIES MARKET An Issuers lawyers point of view Allen Thomas 23 rd June 2010
© Law offices Egorov Puginsky Afanasiev & Partners 2 OVERVIEW – 6 IMPORTANT POINTS The process is thorough – but respected Disclosure … plus Who is on your side Prospectus and verification: hand-in-hand Dont forget the underwriting agreement Hot buttons: the major issues
© Law offices Egorov Puginsky Afanasiev & Partners 3 THE PROCESS IS THOROUGH, BUT HAS GOOD POINTS Comparison with other international markets Controlling shareholder friendly Timing Overview of process: –Pre-A-1: reorganisation; jurisdiction; float; property valuation; technical reports; management and shareholder continuity –A-1: in substantial complete form; financials; waiver requests –Q and A –Tentative approval and registration
© Law offices Egorov Puginsky Afanasiev & Partners 4 DISCLOSURE….PLUS In form, a disclosure market, but ….. Suitable for listing standard –Litigations concluded –Major risks indemnified or otherwise closed off
© Law offices Egorov Puginsky Afanasiev & Partners 5 WHO IS ON YOUR SIDE Neither the Sponsor nor any underwriter is the issuers advisor Sponsor has its own legal obligations and exposures Where are the requests coming from Issuers financial advisor
© Law offices Egorov Puginsky Afanasiev & Partners 6 PROSPECTUS AND VERIFICATION Drafting the Prospectus and preparing the Verification Notes should (but rarely do) go hand-in-hand Detail required in verification notes
© Law offices Egorov Puginsky Afanasiev & Partners 7 DONT FORGET THE UNDERWRITING AGREEMENT Its long, complicated and often left to the last moment when the pressure is heavy on the Issuer and its counsel to sign Its the source of much of the required detailed documentation, e.g. tricky legal opinion requirements Its the source of much of the Issuers exposure: reps and warranties; indemnities
© Law offices Egorov Puginsky Afanasiev & Partners 8 HOT BUTTONS: MAJOR ISSUES Disclosure of ultimate and intermediate chain of ownership Company and/or controlling shareholder indemnities Tax comfort Connected transactions Non-reliance on controlling shareholder Non-competition undertaking Legal opinions In addition to pre-A-1 issues: Re-organisation Jurisdiction Float Management and shareholder continuity Detail of property valuations; any materiality threshold
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