China Client Alert
China Client Alert Hong Kong Regulator issues Guidelines on IPO Cornerstone Investments Last month, the Hong Kong Stock Exchange ("HKEx") issued new guidelines for cornerstone investments (the “Guidance Letter”). In the Guidance Letter, HKEx sets out its general policies on IPO cornerstone investments and expresses its concerns over side arrangements made between cornerstone investors and listing applicants. Paul, Weiss Asia Offices Highlights of HKEx's policies on IPO Cornerstone Investments: A) Principles for Approving IPO Cornerstone Investments BEIJING Unit 3601, Fortune Plaza Office HKEx approves a preferential placing to cornerstone investors Tower A based on the following principles: No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 • Placing price is at IPO price, People’s Republic of China • +86 10 5828 6300 IPO shares are subject to lock-up (at least 6 months), • Investor has no board representation, HONG KONG Hong Kong Club Building, 12th Flo0r • Investor is independent of listing applicant, its connected persons 3A Chater Road, Central and their respective associates, Hong Kong • Details of placing arrangements are disclosed in the prospectus, +852 2846 0300 and TOKYO • IPO shares are counted as part of the public float so long as the Fukoku Seimei Building investor is a member of the public under Hong Kong Listing Rules. 2-2, Uchisaiwaicho 2-chome Chiyoda-ku, Tokyo 100-0011, B) Reclassification of Cornerstone Investors as Pre-IPO Japan Investors +81 3 3597 8101 HKEx may reclassify a cornerstone investor as a pre-IPO investor if, with respect to acquisition of IPO shares, such investor (whether by way of side letters or otherwise): (i) receives any direct or indirect benefit (other than a guaranteed allocation of IPO shares), for example: • waiver of brokerage commission, • ©2013 Paul, Weiss, Rifkind, Wharton & put option for other person to buy back shares after listing, Garrison LLP.
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