Listing Regime for Specialist Technology Companies in Hong Kong

Authors: Tao LI丨Felix MIAO丨Ethle TANG丨Elliot LEUNG丨Anna YIP丨Matthew WONG丨Zhuxi ZHANG

On March 24, 2023, The Stock Exchange of Hong Kong Limited ("HKEX") published its consultation conclusions ("Consultation Conclusions") regarding the proposed new listing regime for specialist technology companies.  The new regime will be incorporated predominantly under the new Chapter 18C ("Chapter 18C") of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and in the related new HKEX guidance letter ("Guidance Letter"), which will take effect on March 31, 2023.  This article outlines the key rules and guidance provisions.

Definition of "Specialist Technology Companies"

"Specialist Technology Company(ies)" are those that are primarily engaged (whether directly or through its subsidiaries) in the research and development of, and the commercialisation and/or sales of, "Specialist Technology Product(s)", meaning product(s) and/or service(s) that apply(ies) science and/or technology ("Specialist Technology") within an acceptable sector of a Specialist Technology Industry (as defined below).

The Guidance Letter outlines a non-exhaustive list of acceptable industry sectors that count as "Specialist Technology Industries", namely:

The above list may be updated by the HKEX from time to time.

A listing applicant falling outside the list may still be considered under the Chapter 18C regime if it can demonstrate to the HKEX that:

• it has high growth potential;

• its success can be demonstrated to be attributable to the application, to its core business, of new technologies and/or the application of the relevant science and/or technology within that sector to a new business model, which differentiates it from traditional market participants serving similar consumers or end users; and

• research and development significantly contributes to its expected value and constitutes a major activity and expense.

Categorisation of Specialist Technology Companies

• Commercial Company: A company that has a revenue of at least HK$250 million for its most recent audited financial year.

• Pre-Commercial Company: A company that has not met the abovementioned HK$250 million revenue threshold.

Please see the table below for a summary of whether key Listing Rules requirements proposed were adopted or modified according to the Consultation Conclusions.

Key listing rules requirements adopted

The HKEX has in recent years opened up new avenues for specific types of companies to be listed in Hong Kong, such as through the introduction of a biotech companies listing regime under Chapter 18A of the Listing Rules in April 2018 and a special purpose acquisition companies (SPAC) listing regime under Chapter 18B of the Listing Rules in January 2022.  The adoption of the new listing regime for Specialist Technology Companies as described in the Consultation Conclusions marks the HKEX’s next step in further facilitating access to the capital market in Hong Kong whilst upholding market order and assuring investor confidence.