Minimum expected market capitalization at the time of listing

HK$8 billion

HK$15 billion

Minimum revenue from Specialist Technology business segment(s) for the most recent audited financial year

HK$250 million

N/A

Minimum total Research & Development (“R&D”) investment (as a percentage of total operating expenditure) for each of the three financial years prior to listing

15%

50%

Requirement for Pathfinder Sophisticated Independent Investors (“Pathfinder SIIs”)

Meaningful investment from at least 2 Sophisticated Independent Investors (as defined below) at least 12 months before the date of listing application, each holding shares or convertible instrument equivalent to at least 5% of total issued share capital as at the date of listing application and throughout at least the 12 months before application.

The amount of minimum investment depends on expected market capitalisation of the listing applicant at listing and whether it is a Pre-Commercial Company or Commercial Company.

To qualify as a sophisticated independent investor (“Sophisticated Independent Investors”):

1.       he/she/it must not be a core connected person (as defined under the Listing Rules) of the listing applicant; and

2.       he/she/it must be a sophisticated investor who meets any of the indicative size thresholds or qualification requirements, such as a corporation with assets under management (AUM), fund size or investment portfolio size of at least HK$15 billion.

Minimum third party investment

Enhanced working capital requirement

N/A

Cover at least 125% of the group’s costs for at least the next 12 months

Management and ownership  continuity

At least 3 financial years of operation under substantially the same management prior to listing and ownership continuity for the most recent audited financial year up to immediately before the offering becomes unconditional.

Robust price discovery process

The new prescribed initial retail allocation and clawback mechanism to help ensure a robust price discovery process is as follows:

At least 50% of the total shares offered in IPO (before over-allotment option) to be placed to independent institutional investors (i.e. professional investors, whether as cornerstone investor or otherwise, excluding existing shareholders or any of their close associates, any core connected persons)

Free float and offer size

Free float: A minimum free float (being shares not subject to any disposal restrictions) of at least HK$600 million upon listing

Offer size: The Stock Exchange reserves the right not to approve the listing if the offer size is not significant enough to facilitate post-listing liquidity, or otherwise gives rise to orderly market concerns

Disclosure requirement

Specific disclosure requirements to facilitate IPO investors’ assessment of a Specialist Technology Company, including:

·         Pre-IPO investments and cash flow;

·         Products and commercialisation status and prospects;

·         information relating to research and development;

·         Industry specific information; and

·         Intellectual property.

A warning statement in the listing document that the applicant is a Specialist Technology Company and so investment in its securities carries additional risks

Additional disclosure requirements in the listing document

N/A

Pre-Commercial Company must make the following disclosures in its listing document:

·         the stage of research and development for each of its Specialist Technology Product(s);

·         development details by key stages and milestones for its Specialist Technology Product(s) to achieving the Commercialisation Revenue Threshold;

·         all relevant risks associated with the commercialisation of each of its Specialist Technology Product(s); and

·         additional warning statement

Post-IPO lock up

·         Controlling shareholders: 12 months

·         Founders, any beneficiaries of weighted voting rights, executive directors and senior management, and key personnel responsible for the technical operations and/or R&D: 12 months

·         Pathfinder SIIs: 6 months

·         Controlling shareholders: 24 months

·         Founders, any beneficiaries of weighted voting rights, executive directors and senior management, and key personnel responsible for the technical operations and/or R&D: 24 months

·         Pathfinder SIIs: 12 months

Continuing obligations for Pre-Commercial Companies (until achieving the Commercialisation Revenue Threshold)

N/A

·         Additional disclosure in the interim and annual reports including the timeframe for, and any progress made towards the issuer achieving the Commercialisation Revenue Threshold, and updates on any revenue, profit and other business and financial estimates as provided in the listing document

·         Shortened remedial period of 12 months for re-compliance with the sufficiency of operations requirement before delisting

·         Restricted from effecting any transaction that would constitute a material change of business without the prior consent of the Stock Exchange