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A Disclosure Statement lays out important facts and potential risks that companies must share with investors or stakeholders under Hong Kong's Securities and Futures Ordinance. It's a key transparency tool used in financial services, property developments, and investment offerings to help people make informed decisions.

Financial institutions and listed companies in Hong Kong use these statements to reveal everything from business risks and financial details to conflicts of interest. The Securities and Futures Commission requires clear, accurate disclosures that follow strict guidelines - helping protect investors while ensuring markets stay fair and transparent.

Use a Disclosure Statement any time you're offering investment products, securities, or real estate developments to the Hong Kong public. These statements become essential when launching IPOs, selling complex financial products, or marketing property developments - especially before accepting any investor funds or commitments.

Timing matters: prepare your Disclosure Statement before promoting investments, during major corporate changes, and when updating material information about your business. Hong Kong's SFC requires immediate disclosure of price-sensitive information, so having a clear process helps you stay compliant and builds trust with stakeholders.

• Initial Public Offering (IPO) disclosures: Most detailed type, covering company history, financials, risks, and business plans
• Investment Product disclosures: Focus on product features, risks, and fees for financial instruments
• Property Development disclosures: Detail project specifications, completion timelines, and buyer protections
• Listed Company ongoing disclosures: Regular updates about price-sensitive information and material changes
• Fund Manager disclosures: Outline investment strategies, performance metrics, and management fees

• Listed Companies: Must prepare and file Disclosure Statements when raising capital or updating shareholders
• Financial Institutions: Create disclosures for investment products and services they offer to clients
• Property Developers: Required to provide detailed disclosures about their development projects
• Legal Counsel: Draft and review statements to ensure compliance with SFC regulations
• Company Directors: Personally responsible for accuracy and completeness of disclosures
• Compliance Officers: Oversee disclosure processes and maintain documentation

• Basic Information: Gather company details, registration numbers, and relevant business licenses
• Financial Data: Compile current financial statements, projections, and material risk factors
• Project Details: Document specific information about investments, properties, or products being offered
• Key Personnel: List directors, officers, and significant shareholders with their backgrounds
• Risk Assessment: Identify and analyze all potential risks affecting the business or investment
• Compliance Check: Review SFC guidelines and listing rules that apply to your disclosure type
• Internal Review: Have key stakeholders verify accuracy before finalizing the document

• Company Information: Full legal name, registration number, registered office address
• Material Facts: All information that could influence investment decisions
• Risk Factors: Clear description of business, market, and operational risks
• Financial Details: Current financial position, historical data, and future projections
• Management Structure: Directors' backgrounds, shareholding patterns, governance framework
• Legal Compliance: Statement confirming adherence to SFC regulations and listing rules
• Disclaimer Section: Standard legal disclaimers and limitation of liability clauses
• Authentication: Directors' signatures, company seal, and date of disclosure

A Disclosure Statement differs significantly from a Disclosure Agreement in both scope and application within Hong Kong's legal framework. While both documents deal with information sharing, their purposes and legal implications vary considerably.

• Legal Nature: A Disclosure Statement is a one-way declaration of facts and risks, typically from a company to investors or stakeholders. A Disclosure Agreement creates mutual obligations between parties about information sharing.
• Timing and Duration: Statements are point-in-time documents reflecting current facts, while Agreements establish ongoing obligations and confidentiality terms.
• Regulatory Context: Disclosure Statements must comply with SFC requirements and listing rules. Disclosure Agreements focus more on private contractual obligations between specific parties.
• Enforcement: Statements primarily serve regulatory compliance and investor protection, while Agreements create legally binding confidentiality obligations with specific remedies for breach.