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On October 24, 2006, the Stock Exchange of Hong Kong Limited (SEHK) published an amendment to the Main Board Listing Rules and Growth Enterprise Market, removing duplicated regime on regulations of sponsors and compliance advisers. The SEHK amendment and the revision of Securities and Futures Commission's (SFC) licensing regime will come into force from January 1, 2007.

The main objective of the amendment is to do away with SEHK's ability to sanction sponsors and compliance advisers. Which means that from next year SFC alone will be responsible for discipline and sanctioning of sponsors and compliance advisers, including those for breaches of conduct standards. SEHK will continue to cooperate with SFC in this regard and, for example, would report suspected breach cases to SFC for the latter's consideration and possible investigation.

The rule amendment was in response to the anticipation set out in the Consultation Conclusions on the Regulation of Sponsors and Independent Financial Advisers (IFA) published jointly by SEHK and SFC in October 2004 (the 2004 Joint Conclusions). The aim of the consultation was to uphold the standards of sponsors and IFAs in the Hong Kong listing market. Several proposals were made to enhance the regulatory framework for the initial and continuing eligibility of undertaking sponsor or IFA work. But many respondents expressed concern over the confusing and overlapping role of SEHK and SFC in regulating the intermediates. To avoid the potential duplication, both parties agreed to put the related proposal on hold, awaiting further (phase II) consultations and the revision of SFC's licensing regime.

The phase II consultations began in June 2005, and its conclusions were published in April 2006. The new conclusions set out more specific eligibility criteria for sponsors and compliance advisers, saying that among other things they should have a minimum paid-up capital of HK$10 million, effective internal controls and management supervision and at least two principals. Under the Guideline for Sponsors and Compliance Advisers, sponsors are subjected to on-going inspection and ad hoc compliance review by SFC. They can remain eligible only if they fulfil certain obligations, such as annual assessments of internal systems and controls, maintenance of proper and updated records and sufficient relevant continuous professional training for staff.

The 2004 Joint Conclusions take the lead in reforming and enhancing the regulatory framework of intermediaries in the Hong Kong listing market. In addition, as a fundamental to the October 2006 amendment, they firmly segregate the roles of SEHK and SFC.As the statutory regulator, SFC will be responsible for assessing eligibility, on-going supervision and the discipline and enforcement of the conduct of corporate finance advisers who discharge the work of sponsors and compliance advisers, while as the market operator, SEHK will continue to be responsible for the implementation and administration of regulatory requirements, including practice notes on due diligence. This way, the overlapping of duties and functions of SEHK and SFC will be minimized. The new regulatory regime was published and inserted in the Guidelines for Sponsors and Compliance Advisers in April 2006. It specifies and strengthens the licensing criteria for eligibility of Sponsors and Compliance Advisers. The amendment requests intermediaries holding RA 6 licences to indicate their intention of being a sponsor and/or compliance adviser on or before the effective commencement of the new regime on 1 December 2006. Till October 1, 2006, the stricter recommendations had prompted 20 per cent RA 6 licence holders to say they had no intention of being a sponsor and/or compliance adviser.

SEHK performs the dual function of being a regulator protecting investors' interest as well as enforcing the regulatory framework to regulate market practice. There has been a long debate on the division of SEHK's and SFC's duties. Many market practitioners have queries about the conflict of interests between SEHK and SFC, too. The October 2006 amendment is definitely a milestone in the realization of the objective stated in the 2004 Joint Conclusions that there should be a separate regulatory framework for listings to enforce the effectiveness of Hong Kong.

Most listing market practitioners have welcomed the new amendment because it cuts their operating costs and enhances their flexibility. HKEx president Ronald Arculli has said the review of double filing system is another critical issue in defining the specific regulatory roles of the two parties. The double filing system has been followed by SEHK and SFC for almost three years. Even though it has proved effective, many practitioners have doubted its efficiency and expressed concern against its negative impacts. After the October 2006 amendment, the market expects further agreement and cooperation between SEHK and SFC on listing requirements. But it will take a long time to accomplish the objective of explicit division of SEHK and SFC roles.