Capital markets
Listing drafts, from your own documents.
Use Makebell to build the request list, read the data room, and draft the prospectus from comparable listings. A figure the documents do not support is not written in.
The papers
- Due diligence request list
- Interview notes
- Board minutes
- Prospectus
- Application proof
- Verification notes
- Form A1
- Listing Rules checklist
- Chinese version
- Exchange and SFC comment letters
Through a listing.
01
Due diligence request list
The due diligence request list is built from the firm’s standard form and cut to this listing applicant.
Corporate documents, material contracts, customers, suppliers, intellectual property, litigation and the track-record accounts are retained. Items that do not apply to this business are removed.
02
Gap analysis of the data room
The data room is reviewed against the request list and the disclosure the listing document will need.
Missing contracts, unsigned board minutes, figures that do not match the accounts, and Listing Rules disclosures the papers do not support are called out, each linked to the relevant document.
03
Key person interviews and board minutes
Questions for the directors and other key persons are drafted from the gaps and from Practice Note 21.
After the interview, the board minutes that table the listing document are prepared from the firm’s precedent, with the parties and the transaction filled in.
04
First draft of the prospectus
The first draft of a section is prepared using the issuer’s documents and the three to five closest recent HKEX prospectuses in the same industry.
The structure and headings follow those comparables. The content of the business section, the MD&A and the risk factors is written from the information and documents the client has provided. Where a statement cannot be supported by the materials on the file, it is marked for confirmation.
05
Verification, Form A1 and consistency
Every material statement in the draft is tied to a source document and to the person who must confirm it.
Form A1 and the Listing Rules checklist are completed from the documents on the matter. The English and Chinese versions, and the sections within each, are checked against each other so names, figures, dates and defined terms match.
On this work, the same rules.
Private and Local
It can run inside the firm, with no connection out. We never see the files, and a model provider never does. There is no outside copy to keep or to train on.
Only who needs it
Access is limited by person, by matter, and by practice. The admin sets each role. Every action is logged, and can be traced.
Your way of working
It follows your past matters, your wording, and your playbook. A review looks for what your team already treats as important.
Edits you can see
The change is made in the file you already have. Layout and numbering stay. You get track changes, and each answer points to its source.
Ready on day one
Jurisdiction-specific material is already there, from legislation, government, and regulators. So are skills for this kind of work.
Enterprise-grade security
ISO 27001, GDPR, and Hong Kong’s PDPO. Ask us for the scope.
- Details of ISO 27001
ISO 27001
Information-security management system. Ask us for the scope, not only the badge.
- Details of GDPR
GDPR
Where EU personal data is in scope, the same private system is built to support those duties.
- Details of PDPO
PDPO
Hong Kong’s Personal Data (Privacy) Ordinance is the home regime. The product starts here.
Questions
- What if the system puts a wrong number in the prospectus?
- A statement that is not supported by a source document on the matter is left out. It is not written into the prospectus, and it is not marked as verified. Every statement that is written links back to the document it came from. The lawyer still decides what is filed.
- Does Makebell train on our listing documents?
- No. The system runs on the firm’s machines. Makebell cannot see the documents, and the model provider cannot see them. There is no data to train on.
- Who has access to a listing’s files?
- Only the people the firm gives access to. Documents are separated by person, by matter, and by practice. The firm’s administrator sets the rights. Every action is written to an audit log. Makebell cannot open the files.
- Where does the data sit?
- On the firm’s machines. Nothing leaves the firm. Makebell does not hold a copy, and cannot open one. Pre-listing information stays inside the firm.
- What if we do not have the hardware?
- What you need depends on the size of the team and on how the system will be used. Talk to us. We will assess that and recommend what to buy, or what to lease.
See it on your work.
A demo of drafting, review, and research, in one system, built around the practice your team already runs.