Listing Rules and Guidance: Contents


 
 

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3A.05
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A new applicant and its directors must assist the sponsor to perform its role and must ensure that its substantial shareholders and associates also assist the sponsor. To facilitate the sponsor to meet its obligations and responsibilities under the Exchange Listing Rules and the Code of Conduct, the written engagement agreement referred to in rule 3A.02 must contain at least the following obligations for the applicant and its directors:

(1) to fully assist the sponsor to perform its due diligence work;
(2) to procure all relevant parties engaged by the new applicant in connection with its listing application (including financial advisers, experts and other third parties) to cooperate fully with the sponsor to facilitate the sponsor's performance of its duties;
(3) to give each sponsor every assistance, to meet its obligations and responsibilities under the Exchange Listing Rules and the Code of Conduct to provide information to the regulators including without limitation, notifying the regulators of reasons when the sponsor ceases to act;
(4) to enable the sponsor to gain access to all relevant records in connection with the listing application. In particular, terms of engagement with experts retained to perform services related to the listing application, whether or not retained in respect of an expert section, should contain clauses entitling every sponsor appointed by the new applicant access to:
(a) any such expert;
(b) the expert's reports, draft reports (both written and oral), and terms of engagement;
(c) information provided to or relied on by the expert;
(d) information provided by the expert to the Exchange or Commission; and
(e) all correspondence exchanged (i) between the new applicant or its agents and the expert; and (ii) between the expert and the Exchange or Commission;
Note: The Exchange expects that access to documents for the purposes of this rule would include the right to take copies of the documents without charge.
(5) to keep the sponsor informed of any material change to:
(a) any information previously given to the sponsor under paragraph (3) above; and
(b) any information previously accessed by the sponsor under paragraph (4) above;
(6) to provide to or procure for the sponsor all necessary consents to the provision of the information referred to in paragraphs (1) to (5) above to the sponsor; and
(7) to procure the entering into of such supplements to the engagement letters with experts referred to in rule 3A.05(4) as is necessary for such engagements of experts to comply with that rule.