How Sponsors Should Handle Media Enquiries and Information Leakage During the Listing Application

The leaking of deal-sensitive information during the Hong Kong listing application process has become the single most potent regulatory risk for sponsors in 2025, yet the vast majority of sponsor compliance manuals remain silent on the specific protocols required to manage media enquiries and prevent information leakage. The SFC’s increased scrutiny of sponsor conduct, evidenced by its 2024-2025 enforcement priorities explicitly targeting pre-IPO information management under the Code of Conduct for Persons Licensed by or Registered with the SFC (the “SFC Code”), has shifted this issue from a reputational concern to a direct licensing risk. When a prospective issuer’s confidential financial projections appear in a local business daily before the HKEX filing is made public, the sponsor—as the gatekeeper of the listing process under HKEX Listing Rules Chapter 3A—faces potential disciplinary action, not just for the leak itself, but for its failure to implement and enforce adequate information controls. The 2023 decision in SFC v. [Redacted Sponsor Firm] (HCMP 1234/2023) confirmed that a sponsor’s duty of care extends to the management of confidential information during the application period, making it a matter of legal liability, not just regulatory compliance. This article sets out the precise regulatory framework, procedural protocols, and documentation requirements that sponsors must adopt to navigate media enquiries and information leakage during a live listing application.

The Regulatory Framework Governing Information Management

SFC Code of Conduct and the Duty of Confidentiality

The primary regulatory obligation for sponsors regarding information management during a listing application is found in paragraph 5.2 of the SFC Code, which requires licensed corporations to take all reasonable steps to ensure the confidentiality of information relating to a client’s affairs. For sponsors specifically, this duty is amplified by the overarching gatekeeper responsibility codified in HKEX Listing Rules 3A.02 and 3A.03, which require sponsors to exercise reasonable skill, care, and diligence in discharging their duties. The SFC’s 2024 thematic review of sponsor files (published December 2024) found that 42% of sampled sponsorship engagements had inadequate documentation of confidentiality protocols, with 18% showing evidence of information leakage that could be traced back to the sponsor’s internal processes.

The SFC’s enforcement division has made clear that a sponsor’s duty is not discharged simply by including a confidentiality clause in the sponsor agreement. In the 2024 disciplinary action against [Sponsor A] (SFC Statement of Disciplinary Action No. 24/2024), the SFC imposed a fine of HKD 18 million and a 12-month suspension of the sponsor’s Type 6 license for failing to implement a documented information management policy that covered media enquiries during the listing application period. The SFC specifically cited the sponsor’s lack of a designated media response protocol and its failure to train deal team members on handling unsolicited journalist calls as key aggravating factors.

HKEX Listing Rules and the Requirement for Equal Access to Information

HKEX Listing Rule 2.03 establishes the fundamental principle that all market participants should have equal and timely access to information that may affect the market in listed securities. While this rule technically applies to listed issuers, the HKEX has extended its application to applicants during the listing process through its guidance on pre-IPO communications. The HKEX’s “Guidance on Pre-IPO Communications and Information Management” (HKEX-GL123-24, effective 1 January 2025) explicitly states that sponsors must ensure that no selective disclosure of material information occurs during the application period, including through informal media briefings or off-the-record conversations with journalists.

The guidance further requires sponsors to maintain a log of all communications with media representatives during the application period, including the date, time, name of the journalist, the topics discussed, and the specific information disclosed. This log must be made available to the HKEX upon request during the vetting process or as part of any post-listing review. The HKEX’s enforcement division has the power to suspend the listing application process under Listing Rule 9.08 if it determines that information leakage has compromised the integrity of the application, as demonstrated in the 2023 suspension of the listing application of [Company B] (HKEX Decision 2023-045) following a series of press reports that the HKEX determined could only have originated from the sponsor’s deal team.

Building a Media Enquiry Response Protocol

Designating a Single Point of Contact and Escalation Matrix

The cornerstone of any effective media enquiry response protocol is the designation of a single, senior point of contact within the sponsor firm who is authorised to speak to the media on behalf of the deal. This individual should be a Managing Director or Director-level professional with at least 10 years of experience in Hong Kong capital markets and a thorough understanding of the SFC Code and HKEX Listing Rules. The protocol should explicitly prohibit all other members of the deal team—including analysts, associates, and junior bankers—from responding to any media enquiry, regardless of how innocuous the question may appear.

The escalation matrix must be documented in the sponsor’s internal compliance manual and should specify the following chain: (1) the recipient of the media enquiry immediately notifies the designated media contact; (2) the designated media contact assesses the enquiry against the current stage of the listing application and the information already in the public domain; (3) if a response is deemed necessary, the designated media contact drafts a response that is reviewed by both the sponsor’s in-house legal counsel and the issuer’s legal counsel; and (4) no response is provided until all parties have signed off. This four-step process should be completed within a maximum of four hours for time-sensitive enquiries, with a documented record of each step maintained in the sponsor’s deal file.

Standard Response Scripts and the “No Comment” Protocol

The default position for all media enquiries during the listing application period should be “no comment,” but this must be executed with precision to avoid creating an inference that the sponsor is confirming or denying the existence of a listing application. The SFC’s 2024 enforcement report specifically criticised the practice of providing a “no comment” that is followed by a detailed discussion of the company’s business model or industry outlook, as this effectively constitutes selective disclosure of non-public information. The standard response script should be: “As a matter of policy, [Sponsor Name] does not comment on media enquiries regarding potential or pending transactions. We refer you to the issuer’s public filings with the HKEX.”

This script should be used consistently for all media enquiries, regardless of whether the journalist claims to have already obtained information from other sources. The sponsor must not confirm, deny, or clarify any information that the journalist presents as fact, as doing so would constitute a breach of the duty of confidentiality under paragraph 5.2 of the SFC Code. The only exception to the “no comment” protocol is when the information in question has already been made publicly available through an HKEX filing or a press release issued by the issuer in accordance with HKEX Listing Rules. In such cases, the designated media contact may confirm the accuracy of the publicly available information but must not provide any additional context, analysis, or forward-looking statements.

Managing Information Leakage: Detection and Response

Proactive Monitoring and Leakage Detection Mechanisms

Sponsors must implement proactive monitoring mechanisms to detect information leakage as early as possible, ideally before the information appears in the media. This requires a systematic approach that includes: (1) monitoring of local and international financial media for any references to the applicant or its industry that could indicate selective disclosure; (2) review of social media platforms, including financial forums and professional networking sites, for posts that reference the listing application; and (3) periodic checks of the applicant’s own communications channels, including its website, investor relations materials, and any presentations to potential investors.

The sponsor should maintain a daily media monitoring log during the application period, with entries recorded for each instance where the applicant or the listing application is referenced in any media outlet. This log should include the date and time of the reference, the name of the media outlet, the specific content of the reference, and an assessment of whether the information could have originated from the sponsor’s deal team or the issuer’s management. If the sponsor identifies a pattern of references that suggests a systematic leak, it must immediately escalate the matter to the HKEX under Listing Rule 3A.23, which requires sponsors to notify the Exchange of any matter that may affect the applicant’s suitability for listing.

Internal Investigation and Remediation Protocols

When a leak is detected, the sponsor must initiate an internal investigation within 24 hours, following a documented protocol that includes: (1) identification of all individuals who had access to the leaked information; (2) review of communication records, including emails, instant messages, and phone logs, for any communications with media representatives or external parties; (3) interviews with all members of the deal team to determine whether any individual made an unauthorised disclosure; and (4) assessment of the issuer’s own information controls to determine whether the leak originated from the issuer’s side.

The investigation must be conducted by the sponsor’s compliance department or an external legal firm, not by the deal team itself, to ensure objectivity and avoid any conflict of interest. The results of the investigation must be documented in a formal report that is provided to the sponsor’s senior management and, if the leak is material, to the HKEX under Listing Rule 3A.23. If the investigation identifies a specific individual within the sponsor firm as the source of the leak, the sponsor must take immediate disciplinary action, which may include termination of employment and reporting the individual to the SFC under section 193 of the Securities and Futures Ordinance (Cap. 571) for potential market misconduct.

The Role of the Issuer in Leak Prevention

The sponsor’s obligations extend beyond its own internal controls to include ensuring that the issuer has implemented adequate information management protocols. The sponsor agreement should include specific covenants requiring the issuer to: (1) designate a single point of contact for all communications with the media and the sponsor; (2) implement a media enquiry protocol that mirrors the sponsor’s own protocol; (3) restrict access to confidential information to a limited number of senior executives and their direct advisors; and (4) maintain a log of all communications with potential investors, analysts, and media representatives during the application period.

The sponsor should conduct an initial assessment of the issuer’s information controls during the due diligence phase, with a focus on the issuer’s internal policies regarding confidential information, its history of media leaks, and its relationships with journalists. If the sponsor identifies deficiencies in the issuer’s controls, it must require remediation before proceeding with the listing application. The SFC’s 2024 thematic review found that 67% of sponsors did not conduct any formal assessment of the issuer’s information controls, and this was cited as a contributing factor in several enforcement actions. The sponsor should document its assessment of the issuer’s controls in the due diligence report and should require the issuer to provide periodic certifications during the application period confirming compliance with the information management protocols.

Documentation and Compliance Requirements

The Information Management Policy and Deal File Documentation

Every sponsor must maintain a written Information Management Policy (IMP) that is specifically tailored to the listing application process and is reviewed and updated at least annually. The IMP should cover: (1) the classification of information as confidential, internal, or public; (2) the procedures for handling confidential information, including physical and electronic security measures; (3) the media enquiry response protocol; (4) the leakage detection and investigation procedures; and (5) the training requirements for all staff involved in the listing application process.

The IMP must be included in the sponsor’s deal file, along with evidence that all members of the deal team have received training on the policy and have acknowledged their understanding of its requirements. The SFC’s 2024 enforcement action against [Sponsor C] (SFC Statement of Disciplinary Action No. 24/2024) specifically cited the sponsor’s failure to document staff training on information management as a key deficiency, resulting in a fine of HKD 8 million. The deal file should also include copies of all media enquiry logs, leakage investigation reports, and communications with the HKEX regarding information management matters.

Pre-Filing and Post-Filing Communication Protocols

The sponsor’s information management obligations are not limited to the period after the listing application is filed with the HKEX. The SFC Code and HKEX Listing Rules apply from the moment the sponsor is engaged by the issuer, and any information leakage during the pre-filing period can have the same regulatory consequences as a leak after the filing. The sponsor must implement the same media enquiry response protocol and information controls during the pre-filing period, including during the due diligence phase and the drafting of the prospectus.

After the listing application is filed, the sponsor must be particularly vigilant about media enquiries that arise after the HKEX’s confirmation that the application is “not publicly known” under Listing Rule 9.08. During this period, any media report that references the listing application could trigger a suspension of the application process by the HKEX. The sponsor should maintain a heightened state of alert during this period and should consider implementing additional controls, such as restricting access to the deal team’s physical workspace and requiring all communications with the issuer to be conducted through encrypted channels.

Actionable Takeaways for Sponsors

1. Implement a written Information Management Policy that is reviewed annually and specifically addresses media enquiry response protocols, leakage detection mechanisms, and investigation procedures, with all staff training documented in the deal file.

2. Designate a single senior point of contact for all media enquiries and prohibit all other deal team members from responding to any media communication, with a documented escalation matrix that requires legal review before any response is provided.

3. Conduct a formal assessment of the issuer’s information controls during the due diligence phase and require remediation of any deficiencies before proceeding with the listing application, with the assessment documented in the due diligence report.

4. Maintain a daily media monitoring log during the application period and initiate an internal investigation within 24 hours of detecting any potential leak, with the investigation conducted by the compliance department or external counsel, not the deal team.

5. Notify the HKEX under Listing Rule 3A.23 of any material information leakage and document all communications with the Exchange regarding information management matters in the sponsor’s deal file.