麻豆传媒

Mixed Media Offer or MMO is an offer process where an issuer or a collective investment scheme (CIS) issuer distributes paper application forms for public offers of certain securities* so long as the prospectus is available on the HKEx website or the issuer/CIS issuer鈥檚 websites.

The Class Exemption Notice (attached as Appendix B to the Conclusion Paper, and Appendix 1 to the Guidance Letter HKEx-GL81-15) sets out the conditions an offeror must comply with in a Mixed Media Offer.听 The SFC will impose similar听 conditions听 on听 CIS听 issuers听 who听 intend听 to听 conduct听 a Mixed Media Offer with regards to interests in SFC-authorised CISs that are / or will be listed on the Exchange.

*鈥溌槎勾�媒鈥� refer to shares of or debentures in a company and SFC-authorised CISs.听 (Updated in July 2015)

Any offeror intending to conduct a public offer of:

(a)听shares of a company (including an investment company under Chapter 21 of the Main Board Rules) listed or to be listed on the Exchange;
(b)听debentures of a company listed or to be listed on the Exchange, and
(c)听interests in CISs listed or to be listed on the Exchange and authorised by the SFC under section 104 of the 麻豆传媒 and Futures Ordinance (SFO).

The market has developed a practice of printing large quantities of printed prospectuses copies for distribution at points where printed application forms are distributed, even though e-prospectuses are available online.听 Many of these copies are not taken up and end up as trash.

Under an MMO option, an offeror who complies with the conditions听 of听 the听 Class听 Exemption听 Notice听 (see听 section听 B below),听 or听 obtains听 a听 waiver听 from听 the听 SFC,听 may听 distribute printed application forms even though each application form is not accompanied by a printed prospectus.

Question 7 below sets out where investors can get a copy of the printed prospectus.

Investors will continue to obtain a free copy of the printed prospectus from specified locations (e.g. at designated branches of receiving banks or the principal听听 place听听 of听听 business听听 of听听 the听听 sponsors) upon request.听 Also, at least three copies of the printed prospectus will be available for inspection at every location where the paper application forms are distributed.听 (Updated in July 2015)

Both the MMO and ePO Guidelines aim to facilitate wider use and acceptance of electronic listing documents.听 The MMO proposal aims to facilitate distribution of electronic listing documents whilst applications continue to be accepted in paper form.听 The ePO Guidelines published by the SFC in April 2003 aim to facilitate electronic submission of applications during a public offer but do not deal with whether the prospectus is otherwise required to be distributed in printed or electronic form.

Under the ePO Guidelines, the internet (or other electronic means) is used to display or provide access to prospectuses, application forms and/or to collect applications or application instructions from the public (applicants) during an initial public offering or a follow-on public offering.

The MMO involves allowing a printed application form for the relevant securities to be issued without being accompanied by printed prospectus if certain conditions are met.

MMO and ePO complement each other and are not mutually exclusive.

(a)听听Any member of the public may, during the offer period during normal business hours, obtain a printed prospectus, free of charge, at any location specified in the announcements notifying the public of the adoption of an MMO.

(b)听A printed prospectus must be made available to a member of the public upon request within four business hours.

(c)听The printed prospectus that is provided may be a stapled copy from a photocopy machine which is in black and white, grey-scale or colour.听 Where it is a black and white or grey-scale prospectus, the sponsor must be satisfied that it provides equivalent information to investors as a colour prospectus.听 (Updated in July 2015)

Yes, investors can collect a copy of printed prospectus free of charge upon request.听 Copies will be available at:

(a) the听depository听counter听of Hong Kong 麻豆传媒 Clearing Company Limited;
(b) the offices of the company鈥檚 Hong Kong share registrar, sponsor or co-ordinator offices; and
(c)听certain designated branches of the receiving or placing banks.听 Further, at least three printed prospectuses will be available 鈥渇or inspection鈥� at every location where printed application forms are available.

These locations will be stated in the prospectus and announcements to inform the market of the proposed Mixed Media Offer as well as the application forms.

We expect issuers and their sponsors/listing agents to assess the possible demand for printed prospectuses, including locations at which they are most frequently and likely to be collected.听 Companies should put in place appropriate procedures to enable them to gauge demand, for instance, a pre-order or booking system where investors can register their request for a copy of the printed prospectus.听

Consistent with existing practice, it is the responsibility of the companies鈥� sponsors to comply with the Exchange Listing Rules and the CFA Code of Conduct by ensuring that there are sufficient copies of prospectuses available to the public to satisfy public demand.听 (Updated in July 2015)

The application form and the issuer鈥檚 announcement (made during the five-business day period before the start of the offer period) will set out details of where investors can access the electronic prospectus on the HKEx website and another website (usually its own website).听 (Updated in July 2015)

No, investors should ensure they only rely on information contained in the prospectus.

The issuer鈥檚 website may contain information outside prospectus.听 However, we would expect companies to clearly delineate between prospectus information and non-prospectus information.听 Web pages containing the electronic prospectus must not contain any promotional information about the issuer and the offer.

Yes, the electronic prospectus must be identical to the printed prospectus other than colour (see Question 6(c) on production of black and white, grey-scale or colour copies).听 It should not be password protected and should be reasonably tamper-resistant.听 (Updated in July 2015)

It is the offeror鈥檚 responsibility, after taking appropriate advice from its sponsor/listing agent to assess the possible demand for printed prospectuses, including locations at which they are most frequently and likely to be collected.

It is up to the offerors and their sponsors how or what procedures/mechanism they wish to implement to best determine the likely demand for their printed prospectuses.

Please see responses to Question 7.

We do not consider it appropriate for the regulators to impose any requirements on how an investor must make a request for a printed prospectus, say by setting requirements for the time and mode for making such request, as this will only increase the barrier for obtaining a printed prospectus.听 This may not work to the benefit of prospective investors.

Accordingly, the MMO envisages that an investor who wishes to get a printed prospectus is only required to go to the specified locations, e.g. designated branches of receiving banks, for a printed prospectus.

This is not recommended.听 Using application forms downloaded from websites for subscription purpose increases the risk of invalid applications as irregularities during downloading and reproduction may occur.

Generally speaking, issuers tend to accept only public subscriptions that are made on completion of the standard printed applications forms provided by issuers.

Alternatively, applicants applying under the public offer tranche may subscribe for securities under the ePO services provided by the issuers which normally involve completion of an online application form.

The offeror need not suspend the Mixed Media Offer if the electronic prospectus is only available on the HKEx website but not the issuer鈥檚 website.听 It need only suspend the Mixed Media听 Offer听 if听 the听 prospectus听 is听 not听 available听 on听 both听 the HKEx website and the issuer鈥檚 website for 4 consecutive hours or more.

If during the offer period, the electronic prospectus is not available on the issuer鈥檚 website, the offeror need not suspend the Mixed Media Offer if,

(a)听the听 electronic听 prospectus听 is听 available听 on听 the听 HKEx website between 6:00 am to 12:00 midnight from Monday to Friday, except public holidays; and
(b)听if听 the听 prospectus听 is听 also听 not听 available听 on听 the听 HKEx website, the period of the electronic prospectus being unavailable on both the websites is less than 4 hours.

In the event the electronic prospectus is not available on both the HKEx and the company鈥檚 websites for 4 consecutive hours or more between the hours of 6 am to 12 midnight Mondays to Fridays (except public holidays), the offeror can continue the offer process provided that it can comply with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (CO) requirement that when an offeror issues a printed application form, it must issue the application form with a printed prospectus. (Updated in July 2015)

When an offeror need to suspend a Mixed Media Offer during the offer period, it must publish a suspension announcement on the HKEx website as soon as possible.听 The offeror is encouraged to consult the SEHK and/or the SFC as soon as possible on how best to conduct the remaining offer process. The offer can only carry on if it can comply with the CO requirement that when an offeror issues a printed application form, it must issue the application form with a printed prospectus. (Updated in July 2015)

听

听

The class exemption is effected by Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Cap.32L) (Class Exemption Notice) which came into effect on 1 February 2011.听 A copy of the Class Exemption Notice is set out in Appendix B to the Conclusions Paper and Appendix 1 to Guidance Letter HKEx-GL81-15.听 (Updated in July 2015)

No, but a CO offeror must comply with the conditions in the Class Exemption Notice.

A CIS offeror may inform the SFC of its intent to conduct an MMO and conduct the MMO by complying with similar conditions imposed by the SFC in its letter of authorisation.

An issuer鈥檚 website may contain information other than prospectus information, including promotional information about the issuer or the public offer.听 The issuer鈥檚 website should clearly delineate in its website what information on its website is contained in the prospectus and what is not.

Please refer to the responses to Question 9.

The notice should be given just before access to the prospectus is granted.听 For instance, a plain clear 鈥減op up鈥� notice on a separate webpage of the issuer鈥檚 website stating that the relevant securities are offered solely on the information in the e-prospectus accessible by a click on the webpage satisfies this requirement.

There are other ways to display the notice.听 In case of doubt, early consultation with the SFC or the Exchange is recommended.

The SFC and the Exchange do not set any the minimum number of copies of printed prospectus that must be made available to satisfy public demand.

The CO and CIS offerors and their sponsors or listing agent should make a best estimate of the demand for printed form prospectus based on the facts and circumstances of the case.

As a best practice recommendation, issuers and sponsors can consider stating in the notification announcement (made during the five-business day period before the start of the offer period) of an MMO details about how a member of the public may pre-register with the sponsor to obtain a printed prospectus during the offer period (e.g. by way of a hotline service) and where a copy may be obtained.听 (Updated in July 2015)

For announcements in relation to MMO, the issuer must select the headline category 鈥淢ixed Media Offer鈥� under 鈥淣ew Listing (Listed Issuers/New Applicants)鈥�.

No.

In addition to the requirements in the Class Exemption Notice requiring how access to the e- prospectus must be provided from the issuer鈥檚 website (e.g. 9A(3)(f),(g),(h) and 9A(10)), reference is made to No. 36 of the FAQ Series 3 document for electronic disclosure regarding certain guiding principles for layout of the issuer鈥檚 website.听 (Updated in July 2015)

If there is a change to the prospectus warranting the issue of an addendum or replacing e- prospectus, it is a question of law whether the original printed application forms for the relevant securities accompanying the original prospectus would continue to be valid.

In this connection, Offerors are advised to seek to professional advice as to:

(a)听the need to revise the original application forms and/or;
(b)听how to deal with completed application forms submitted to the Offerors under the terms of the prospectus.听 This may include considerations听of extending the offer period and/or granting a right of withdraw to applicants who have submitted in applications based on the information in the original prospectus; and
(c)听the need for putting in place appropriate arrangements to ensure that the issue and marketing of securities is conducted in a fair and orderly manner.

MB Rule 2.07C(2) and GEM Rule 16.18(1) provide that all electronic copies of documents submitted by an issuer through HKEx-EDP to the Exchange for publication must be displayable on and printable from the HKEx website.听 The issuers must ensure compliance with the Rules in this respect.听 HKEx also operates a hotline if any member of the public detects any malfunctioning on the HKEx website.

Enquires can be sent to the Exchange鈥檚 IPO Transactions Department by post, phone, fax or email:

Address:
IPO Transactions Department
The Stock Exchange of Hong Kong Limited
Hong Kong Exchanges and Clearing Limited
11/F One International Finance Centre
1 Harbour View Street, Central
Hong Kong

General telephone number: 2522 1122
Public Enquiry Number 2840 3895
General fax number: 2295 0590
Email: info@hkex.com.hk

For CIS offerors who intend to adopt an MMO, the SFC will impose conditions in its letter of authorization similar to those in the Class Exemption Notice for CO offerors who intend to adopt an MMO (with necessary changes).