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Pre-deal research reports are typically prepared by the research departments of the syndicate of underwriters and provide an analysis of a listing applicant, its business and prospects. Such research reports can play an important role in price discovery in the iPo process.

The SFC Code of Conduct regulates reports by analysts covering companies listed or about to be listed in hong Kong.

PreParation

under the SFC Code of Conduct, the report should:

• be, and present itself as, an independent outsider’s view of the listing applicant, independently produced;

• make clear any published or historical information, statements and source of the information; • make clear that it does not contain everything material relating to the listing applicant; and • not make any reference to the offering.

To the extent that general publicity restrictions (see part A of this Chapter) may apply, the report should: • not contain any “offer to sell” or “invitation to buy” characterization;

Note: It is important that a research report complies with this restriction. As the SFC noted in its “Consultation Paper on Possible Reforms to Prospectus Regime in the Companies Ordinance” dated August 2005, if a research report is drafted such that it is “calculated to invite offers” by the public to subscribe for or purchase shares, it would constitute a prospectus and be regulated in the same way as a conventional prospectus. Issuers of such research reports would be subject to liability accordingly.

• be for the sole purpose of promoting the listing applicant and not the securities to be listed; and • comply with all applicable statutory requirements for publicity materials.

Forecasts, projections and valuations may be included in research reports if they are prepared

independently, but they must not include specific valuation figures, save for valuation ranges, discussion of valuation technology and analyses of comparable stocks.

Disclosure of Financial Interests and Business Relationships

The research report should disclose the relevant particulars wherein the researching firm (Paragraph 16.5 of the SFC Code of Conduct):

• has any financial interests in the listing applicant amounting to 1% of its market capitalization or more; • has an employee or another person associated with the firm serving as officer of the listing

applicant; or

• has had an investment banking relationship with the listing applicant within the preceding 12 months.

sPonsors’ oBligations

Improper Dealing Ahead of Investment Research

A sponsor should not improperly deal or trade ahead in securities related to any listed company which its investment research covers (Paragraph 16.5(e) of the SFC Code of Conduct). Typically, Chinese walls are implemented as internal information barriers to restrict the flow of inside information on a need-to-know basis, to limit the risk of improper dealing.

Quiet Period

The SFC Code of Conduct does not establish any quiet period restricting the publication of a pre-deal research report before the making of an iPo offer, although there is a risk that too short a period could cause the report to become part of the offering and trigger liability accordingly. in the SFC’s “Consultation Conclusions on the Regulatory Framework for Pre-deal Research” dated June 2011, the SFC stated that it did not yet consider it appropriate to establish a pre-iPo quiet period. it also noted that many firms impose a quiet period of at least two weeks after they issue a pre-deal research report, and the length of a pre-iPo quiet period is a matter for firms to consider and implement in light of the nature, complexity and scale of their businesses.

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however, sponsors and underwriters should not issue investment research covering a listing applicant or listed company at any time within: (i) 40 days after the shares are priced in an IPO; or (ii) 10 days after the shares are priced in a secondary public offering, unless the firm has been issuing investment research on the listing applicant or listed company with reasonable regularity in its normal course of business, or when major events occur that would affect the price of the securities, and the events are known to the public (paragraph 16.5(g) of the SFC Code of Conduct).

Prohibition on Seeking Material Information from Listing Applicant

An analyst preparing pre-deal research on a listing applicant should not seek from the applicant or its advisers, directly or indirectly, any material information, including forward-looking information, concerning the applicant that is not reasonably expected to be included in the prospectus or publicly available (paragraph 16.11(c) of the SFC Code of Conduct).

Notes: “Material information” means information “which enables a reasonable person to form as a result thereof a valid and justifiable opinion of the shares and the financial condition and profitability of the company at the time of the issue of the prospectus.”

“Forward-looking information” refers to “any forward-looking information, whether such information is quantitative or qualitative in nature.”

This prohibition enhances the integrity and objectivity of pre-deal research reports and prevents research reports from being used by listing applicants to disseminate information without formal prospectus liability. Information Flow

Sponsors should take steps to ensure that all material information, including forward-looking information (whether quantitative or qualitative), that is disclosed or provided to analysts is contained in the relevant prospectus or other listing document (Paragraph 5.10 of the CFA Code). These steps involve carefully assessing any information proposed to be provided to analysts and not in the prospectus, to determine whether it might be prohibited “material information.”

As a result of this rule, key market participants have adopted standard measures and documentation for the pre-deal research process. The agreed key milestones relating to the issue of a pre-deal research report are as follows:

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