The Stock Exchange of Hong Kong Limited (“HKEx”) published a guidance letter (the “Guidance Letter”) in October 2023 to address the fairness and reasonableness of the terms of the transaction disclosed by the issuer. The Guidance Letter provided guidance on recommended disclosure and disclosure of the basis of consideration for notifiable transactions where no independent valuation is disclosed.
In July 2023, we have shared that Securities and Futures Commission (SFC) released a review report that examined the disclosure of valuation related information in transactions during 2021, we expected HKEx will likely introduce stricter guidelines and governance for listed companies regarding their public disclosure of the basis for business valuation in relation to acquisition and disposal transactions. After 3 months of the release of SFC review report, HKEx has issued the Guidance Letter which is in line with our expectations.
Recommended Disclosure for Valuation
Under the current Listing Rules, when an issuer conducts an acquisition or disposal that constitutes a notifiable transaction and where the consideration of the transaction is primarily based on an independent business valuation of the target company (the “Target Company”), details of the valuation must be disclosed in the transaction circular.
In the Guidance Letter, it is recommended that the valuation report (or the summary of it) in general should contain the effective date of the valuation, the valuation approach used by the valuer and the reasons for their selection, the scope of work and any limitation, the key inputs and assumptions, the nature and source of information relied upon, the appraised value ascribed to the Target Company, as well as the identity, qualification and independence of the valuer. These disclosures should be in line with generally accepted valuation standards (e.g. the International Valuation Standard).
If the valuer employed multiple valuation approaches, the report should additionally incorporate an explanation of the valuer’s methodology for analyzing the values obtained from various valuation approaches and methods, as well as their impact on the appraised value. Please refer to table 1 for details of the recommended disclosure for specific valuation methods.
As an active and enthusiastic member in the valuation industry, BonVision welcomes the recommendation made by HKEx which can enhance the industry to develop a more solid valuation report framework to meet market demands. It is also positive news for the shareholders and potential investors of the companies, as it helps them to gain a better understanding of how the proposed consideration is determined by the issuers, backed by more detailed quantitative information.
How BonVision can Help?
If the directors lack sufficient experience or expertise in the business of the target company or valuation, BonVision can act as the independent professional valuer to assist in comprehending the target company’s business, conducting market research, analyzing the target company’s performance, and benchmarking it against the market. These valuable insights can greatly contribute to informed decision-making.
At BonVision, we understand the challenges posed by changing regulatory requirements and the impact they can have on our clients’ transactions. Our professional team possesses extensive knowledge of the latest regulatory guidelines, ensuring that your valuations adhere to the highest standards and meet all necessary compliance obligations. To learn more about how BonVision can assist you, please do not hesitate to contact us at (852) 2916 2188 or info@bonvision.com.
来源 : HKEX GUIDANCE LETTER HKEX-GL116-23 (October 2023)
https://en-rules.hkex.com.hk/sites/default/files/net_file_store/GL116-23_e.pdf