The Hong Kong Inventory Trade (HKEX) announced the addition of a new Chapter 18C “Specialist Technology Companies” to the Primary Board Listing Regulations with a perspective to elevating Hong Kong’s situation as the listing location of selection for revolutionary and progressive companies. The new Policies, jointly with the linked Assistance Letter, will appear into impact on 31 March 2023.
HKEX revealed in Oct last 12 months a consultation paper on the proposed listing routine for Specialist Technological know-how Businesses, which we mentioned in an previously Update. HKEX, soon after taking into consideration current market feedback (90 created responses), resolved to apply the proposal with modifications. We established out in this Legal Update the significant demands under the new Chapter 18C.
Specialist Know-how Businesses – Definition
A checklist of satisfactory sectors of a Professional Technologies Industry is established out in the new Steering Letter, which include things like:
| Professional Know-how Market | Satisfactory Sectors |
| Up coming-generation info technological innovation | Cloud-primarily based products and services Artificial intelligence |
| Sophisticated components and software package | Robotics and automation Semiconductors Innovative communication engineering Electric powered and autonomous motor vehicles Highly developed transportation engineering Aerospace technological know-how Highly developed production Quantum info technological know-how and computing Metaverse technology |
| Innovative supplies | Synthetic organic supplies State-of-the-art inorganic elements Innovative composite supplies Nanomaterials |
| New electricity and environmental protection | New power generation New electricity storage and transmission engineering New environmentally friendly technological know-how |
| New food stuff and agriculture systems | New foods know-how New agriculture technology |
| Other individuals – a pre-IPO enquiry ought to be submitted to HKEX in consultation with the Securities and Futures Fee
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Only if applicant can exhibit: (i) it has high progress potential (ii) its achievement is attributable to the application of new systems and/or a new company product and (iii) R&D appreciably contributes to its envisioned value and constitutes a big exercise and expense |
Conditions for Listing of a Professional Technologies Corporation
The eligibility/suitability prerequisites differ depending on the applicants’ diploma of commercialisation: “Commercial Providers” (with income of at least HK$250 million for the most new audited fiscal yr) and “Pre-Professional Organizations” (with earnings not assembly the HK$250 million threshold):
| Eligibility Requirements | Industrial Firms | Pre-Business Providers |
| Industry capitalisation |
≥HK$6 billion |
≥HK$10 billion |
| Profits | ≥HK$250 million for the most the latest audited economic year | no prerequisite, but ought to show a “credible path” to accomplishing the HK$250 million threshold |
| Minimum amount R&D expenditure ratio threshold – amount of R&D expenses as a proportion of its complete running expenditure for the same time period
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≥15{2c093b5d81185d1561e39fad83afc6c9d2e12fb4cca7fd1d7fb448d4d1554397} on annually foundation for at the very least two of the 3 fiscal many years prior to listing and on mixture foundation in excess of the a few fiscal years |
on yearly basis for at least two of the three financial years prior to listing and on aggregate basis over the three financial years |
| Working capital | no requirement | working capital (including IPO proceeds) able to cover at least 125{2c093b5d81185d1561e39fad83afc6c9d2e12fb4cca7fd1d7fb448d4d1554397} of its group’s costs for at least the next 12 months from publication date of the listing document |
| Sophisticated Independent Investors (SIIs) – minimum total investment from all SIIs at listing (as a percentage of applicant’s issued share capital before exercise of over-allotment option)
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| Pathfinder SIIs – indicative minimum investment benchmark from a group of two to five Pathfinder SIIs
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in aggregate hold ≥ 10{2c093b5d81185d1561e39fad83afc6c9d2e12fb4cca7fd1d7fb448d4d1554397} of an applicant’s issued share capital as at the date of listing application and throughout the pre-application 12-month period or otherwise have invested an aggregate sum of ≥ HK$1.5 billion in the applicant at least 12 months prior to the application date (excluding any subsequent divestments made on or before the application) Provided that at least two such Pathfinder SIIs: each hold ≥ 3{2c093b5d81185d1561e39fad83afc6c9d2e12fb4cca7fd1d7fb448d4d1554397} of an applicant’s issued share capital as at the date of listing application and throughout the pre-application 12-month period or otherwise each have invested ≥ HK$450 million in the applicant at least 12 months prior to the application date (excluding any subsequent divestments made on or before the application date) | |
| Profit |
no requirement |
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| Trading record and management continuity | ≥ 3 financial years | |
| Ownership continuity | in the 12 months prior to the date of the listing application and up until the time immediately before the offering and/or placing becomes unconditional | |
Initial Public Offering (IPO) of a Specialist Technology Company
The following applies for both Commercial Companies and Pre-Commercial Companies:
| Minimum free float | shares (listed on HKEX not subject to any disposal restrictions) with a market capitalisation of at least HK$600 million upon listing |
| Optimised price discovery process | ≥ 50{2c093b5d81185d1561e39fad83afc6c9d2e12fb4cca7fd1d7fb448d4d1554397} of offer shares (before exercise of over-allotment option) must be taken up by “Independent Price Setting Investors” (comprising Institutional Professional Investors and other types of investors with AUM, fund size or investment portfolio size of at least HK$1 billion that satisfy the same independence requirement) |
| Minimum allocation of shares to public subscription tranche (as a percentage of total offer shares) |
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| Existing shareholders subscribing IPO shares |
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Post-IPO Lock-up Requirements for a Specialist Technology Company
| Persons (including their respective close associates) | Lock-up Period | |
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Commercial Companies |
Pre-Commercial Companies |
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| Controlling shareholders | 12 months | 24 months |
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“Key persons” comprising :
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12 months | 24 months |
| Pathfinder SIIs that satisfy the indicative minimum investment benchmark (above) | 6 months | 12 months |
| Cornerstone investors | generally for at least six months | |
Though companies may only submit a formal listing application under the new Chapter 18C – Specialist Technology Companies on or after 31 March 2023, HKEX is now open for pre-IPO enquiries. Prospective listing applicants are welcome to contact the authors of this Update for further details.