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Advising Sponsors and Underwriters

A sponsor has a critical role to play in advising and guiding an IPO applicant, assessing its suitability for listing and ensuring sufficient disclosure in the prospectus. Recent changes have been made to the Hong Kong regulatory regime that governs sponsors to enhance various aspects of the sponsor’s work in the IPO process. The new requirements will apply to listing applications submitted on or after 1 October 2013. Scrutiny of the part played by sponsors in the IPO process is likely to intensify, and sponsors need to be aware of the key features and effect of the new regime.

To learn more about the enhanced regime and a sponsor’s role in the IPO process, please click here.

How we can help

Charltons has a dynamic capital markets practice with extensive experience in representing sponsors (as well as listing applicants and underwriters) in connection with listings on the Main Board of the Hong Kong Stock Exchange and the Growth Enterprise Market (GEM) Board.

We advise sponsors on all aspects of their role in the IPO process, including assisting in pre-IPO planning and structuring (such as pre-IPO investments and group reorganisations), preparing due diligence questionnaires and assisting with diligence sessions, prospectus drafting and preparation of verification notes, assisting in drafting responses to questions from regulators, and reviewing and negotiating engagement letters and underwriting, lock-up and non-compete agreements.

Charltons has played a coordinating role in the recent initiative of Hong Kong sponsors to develop due diligence guidelines for the purpose of promoting standards in the conduct of due diligence in respect of new Hong Kong IPOs. We are able to provide cutting edge advice on what is required of sponsors under the new regulatory regime for sponsors. More information about the new due diligence guidelines (as well as a free download of the guidelines) is available at

Charltons also advises sponsors on SFC licensing approval criteria and application procedures. We can advise on whether (and what type of) SFC licence is required in a particular case, whether the experience and qualifications of proposed “responsible officers” are sufficient, and identify other issues that may arise during the application process. We will also coordinate the licensing application process, including assisting corporations to draft business plans and compliance and operations manuals, working with clients to respond to queries raised by the SFC, and preparing applications for exemptions or waivers from particular licensing requirements. Charltons can also advise sponsors on their ongoing obligations as licensed persons. For more information on SFC licensing requirements and ongoing SFO obligations of sponsors, please click here.

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