Introduction

In May 2025, the Stock Exchange of Hong Kong Limited (“Stock Exchange”) issued updates (the “Update”) to the Guide for New Listing Applicants (the “Guide”). This is the third update the Stock Exchange published on the Guide following the Guide’s first publication in 2023. The proposed amendments are set to take effect on 6 May 2025.

The key amendments

The Stock Exchange has focused its amendments on biotech companies and specialist technology companies (the “Subject Companies”). Other amendments include contractual arrangements, updates of certain regulatory requirements concerning applicants that are subject to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies of the China Securities Regulatory Commission (CSRC). There are also certain housekeeping amendments contained in this Update. This newsletter shall focus on updates concerning the Subject Companies only.

Who would be affected?

The Subject Companies have been defined respectively in Main Board Listing Rule 18A.01 (hereinafter, “MB Rule”, and a chapter of the Main Board Listing Rules, a “MB Chapter”) and MB Rule 18C.01. A biotech company is a company primarily engaged in the research and development, application and commercialisation of biotech products. A specialist technology company refers to a company which 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) within an acceptable sector of a Specialist Technology Industry (as defined therein).

Confidential filing option

Pursuant to paragraph 17A of Practice Note 22, a new applicant must submit an OC Announcement through the HKEx e-Submission System for publication on the Stock Exchange’s website on the same date as it files the listing application and publishes the Application Proof (AP). The Post Hearing Information Packs (PHIPs) and the statements under the relevant Listing Rules (the “Statements”) shall also be published.

This requirement is however subject to exceptions where certain applicants, initially covering only applicants applying for secondary listing under MB Rule 19C.05 or Criteria B under MB Rule 19C.05A, are permitted to make a confidential filing at the time of filing its listing application. This option for confidential filing has now been extended to the Subject Companies. Such applicants making a confidential filing is (a) not subject to the publication requirements for its AP unless requested by the Stock Exchange or the Securities and Futures Commission (the “SFC”); and (b)are not required to simultaneously publish an OC Announcement. Instead, such applicants shall publish an OC Announcement on the same date as it publishes its PHIPs or otherwise as permitted by the Stock Exchange from time to time. This amendment is also reflected and endorsed by the Joint Announcement on Launch of Technology Enterprises Channel published by the Stock Exchange and SFC on 6 May 2025.

The Update has also reminded applicants to maintain confidentiality of its listing application until the publication of the PHIP. If confidentiality is compromised, the Stock Exchange will consider the relevant circumstances (which includes but without limitation, the reasons for and extent of the breach, the significance of the leaked information) and may choose to require the applicant to comply again with the publication requirements for an AP and/or an OC Announcement. If the Stock Exchange requests the applicant to re-comply with the publication requirements, the applicant must publish the AP and, if applicable, the OC Announcement as if no confidential filing were allowed at the outset.

Presumption of satisfaction of innovative company requirements
and external validation requirements

Other than satisfying the requirements laid out in MB Chapters 18A and 18C, additional requirements have been imposed under MB Chapter 8A and shall be satisfied by the Subject Companies, namely, applicants are expected to demonstrate the necessary characteristics of innovation and growth and demonstrate the contribution of their proposed beneficiaries of weighted voting rights to be eligible and suitable for listing with a weighted voting rights structure (“WVR structure”). For instance, the Stock Exchange considers an innovative company for the purpose of the Listing Rules would normally be expected to possess, unique features or intellectual properties, an emphasis on research and development (R&D) etc. Such companies are also expected to possess new technologies, innovations and/or a new business model (collectively, “Innovative Company Requirements”).

In the Update, the Stock Exchange has, based on their vetting experience, revised the Guide to the effect that an applicant of the Subject Companies fully meeting the requirements under MB Chapter 18A or 18C respectively, shall be presumed to have satisfied the Innovative Company Requirements and shall qualify as an innovative company for the purpose of MB Chapter 8A.

In addition to the Innovative Company Requirements, applicants must also satisfy the Stock Exchange on external validation requirements. The Subject Companies applicants must have previously received meaningful third party investment (being more than just a token investment) prior to listing, with such investor remaining at IPO and/or subject to lock-up requirements. That being said, biotech companies applicants seeking to list with a WVR structure shall comply with the requirement that sophisticated investors must retain an aggregate 50% of their investment at the time of listing for a period of at least six months post-IPO, and specialist technology companies applicants seeking to list with a WVR structure have to satisfy the lock-up requirement under MB Rule 18C.14(2). These requirements remain unchanged.

Conclusion

Subject Companies should indeed be mindful of the amendments in the Guide. The amendments have been designed to benefit prospective companies by providing clearer and more comprehensive guidance during the listing process. As the industry evolves and it is anticipated that an increasing number of companies in the technology field may seek to go public, these enhancements will help ensure that applicants are well-informed about the requirements and expectations before listing.