Hong Kong Listing Planning
Hong Kong is a leading global market for new equity fundraising. In order to enhance Hong Kong's competitiveness as a financial center, the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Stock Exchange") has added three new chapters to the Main Board Listing Rules, allowing companies with different voting rights structures to go public and biotech companies that have failed the Main Board Financial Qualification Test, as well as establishing new convenient secondary listing channels for Greater China and international companies seeking secondary listings in Hong Kong. The relevant content includes:
Different voting rights
Listing requirements
When a company goes public, its market value must comply with one of the following regulations:
At least HKD 40 billion; or
At least HKD 10 billion and an audited revenue of at least HKD 1 billion for the most recent fiscal year.
Shareholders with the same shares and rights must hold no less than 10% of eligible voting rights.
The voting rights of beneficiaries with different voting rights shall not exceed 10 times the voting rights of ordinary shares that can vote on any proposal at the general meeting of the issuer.
The beneficiaries of different voting rights must be members of the board of directors at the time of listing.
The total number of actual shares of beneficiaries with different voting rights shall not be less than 10%. If it is less than 10% and still involves a huge amount (such as an expected market value exceeding HKD 80 billion), the Hong Kong Stock Exchange may also accept it at its discretion.
The company must add warning phrases such as "companies with different voting rights controls" on the homepage of all listing documents, regular financial reports, circulars, notices, and announcements, and provide a prominent description of the voting rights structure, rationale used, and related risks in the listing documents and regular financial reports.
The end of the share name must be marked with the word "W".
Subsequent operational management
After the beneficial ownership or economic benefits of shares with different voting rights are transferred to another person, or the control of the voting rights attached to the shares is transferred (through representatives or other methods) to another person, the different voting rights attached to the shares shall terminate.
The conversion of shares with different voting rights to ordinary shares must be carried out in a one for one ratio.
Shareholders with the same shares and rights have the right to convene a special general meeting of shareholders and add new proposals to the agenda of the meeting. The minimum required shareholding requirement shall not exceed 10% of the voting rights attached to the listed issuer's share capital calculated on the basis of "one share, one vote".
Biotechnology company
The company must comply with the following regulations:
Prove to the Hong Kong Stock Exchange that it is qualified and suitable to list as a biotechnology company;
At the time of listing, the market value should be at least HKD 1.5 billion;
Prior to listing, the existing business will be operated by approximately the same management for at least two accounting years; and
There is sufficient operating capital (including the proceeds from the applicant's initial listing) to cover at least 125% of the expenses required for at least twelve months from the date of issuance of the listing documents.
The company must disclose its strategic objectives, details of each core product, research and development experience, cash operating cost estimates related to core products, specific risks, general risks, and dependent factors in its listing documents.
For each core product, a warning must be placed in a prominent position to warn investors that the development and marketing of the core product may not be successful in the end.
At least HKD 375 million of the issued shares are held by the public, and the shares allocated to cornerstone investors and those subscribed by existing shareholders are not considered to be held by the public.
At least six months prior to the proposed listing date, at least one senior investor has provided a significant amount of third-party investment, and the investment has not been withdrawn by the time of the initial public offering.
The mid-term (semi annual) report and annual report must include details of research and development activities.
The end of the share name must be marked with the letter "B".
Innovation industry company listed in Hong Kong as the second listed company
Listing requirements
It is necessary to prove to the Stock Exchange that it is qualified and suitable for listing.
Must have been listed on a qualified exchange (classified as "Advanced Listing" on the main markets of the New York, NASDAQ, or London Stock Exchanges) and maintain a good compliance record for at least two fiscal years.
The expected market value of non Greater China issuers with the same shares and rights at the time of their second listing shall not be less than HKD 10 billion.
Applicants for second listing who adopt different voting rights structures and/or belong to Greater China issuers must comply with any of the following:
At the time of listing, the market value should be at least HKD 40 billion; or
At the time of listing, the market value shall be at least HKD 10 billion and the income for the most recent audited accounting year shall be at least HKD 1 billion.
Applications can be submitted in a confidential manner.
If there are any governance provisions in the articles of association that differ from Hong Kong practices and are unique to the company, they must be disclosed in a prominent position in the listing documents.
Subsequent operational management
An annual general meeting of shareholders must be held.
Shareholders holding minority interests are allowed to convene special shareholder meetings and include proposals in the meeting agenda, and the minimum shareholder support ratio shall not exceed 10% of the voting rights attached to the issuer's share capital.
The settlement company has the right to appoint representatives or company representatives to attend shareholder and creditor meetings, and these representatives have legal rights equivalent to those enjoyed by other shareholders.
