A Listing Regime for Companies from Emerging and Innovative Sectors

Listing Requirements

• The market capitalisation of a company at the time of listing must satisfy one of the following:
  • at least HK$40 billion; or
  • at least HK$10 billion and revenue of at least HK$1 billion for the most recent audited financial year.
• Non-WVR shareholders must be entitled to cast at least 10% of the eligible votes.
• The voting power of any beneficiaries of weighted voting rights must not exceed ten times the voting power of ordinary shares, on any resolution tabled at the issuer’s general meetings.
• At listing, any beneficiaries of weighted voting rights must be members of the applicant’s board of directors.
• The beneficiaries of weighted voting rights must beneficially own collectively at least 10% of the substantial equity. The Exchange may be prepared to accept a lower minimum shareholding percentage if the lower substantial equity still represents a very large amount in absolute dollar terms (for example if the applicant has an expected market capitalisation of over HK$80 billion).
• The company must include the warning “A company controlled through weighted voting rights” on the front page of all listing documents, periodic financial reports, circulars, notifications and announcements and describe the WVR structure, the issuer’s rationale for having it and the associated risks prominently in its listing documents and periodic financial reports.
• The listed equity securities must have a stock name that ends with the marker “W”.

Subsequent Operation Management

• The weighted voting rights attached to a beneficiary’s shares must cease upon transfer to another person of the beneficial ownership of, or economic interest in, those shares or the control over the voting rights attached to them (through voting proxies or otherwise).
• Any conversion of shares with weighted voting rights into ordinary shares must occur on a one-to-one ratio.
• Non-WVR shareholders have the right to convene an extraordinary general meeting and add resolutions to the meeting agenda. The minimum stake required to do so must not be higher than 10% of the voting rights on a one vote per share basis in the share capital of the listed issuer.

Listing Requirements

• The company must demonstrate to the Exchange that it is both eligible and suitable for listing.
• The company must have a track record of good regulatory compliance of at least two full financial years on a Qualifying Exchange (NYSE, NASDAQ or the “premium listing” segment of the LSE’s Main Market).
• A Non-Greater China Issuer without a WVR structure must have an expected market capitalisation at the time of its secondary listing of at least HK$10 billion.
• A secondary listing applicant with a WVR structure and/or which is a Greater China Issuer must satisfy one of the following:
  • a market capitalisation of at least HK$40 billion at the time of listing; or
  • a market capitalisation of at least HK$10 billion at the time of listing and revenue of at least HK$1 billion for the most recent audited financial year.
• The company may make a listing application on a confidential basis.
• The company must prominently disclose in its listing documents any provisions in its constitutional documents concerning its governance that are unusual compared with normal practices in Hong Kong and are specific to the company.

Subsequent Operation Management

• The issuer must hold a general meeting each year as its annual general meeting.
• Members holding a minority stake in the issuer’s total number of issued shares are allowed to convene an extraordinary general meeting and add resolutions to a meeting agenda. The minimum stake required to do so must not be higher than 10% of the voting rights in the share capital of the issuer.
• HKSCC must be entitled to appoint proxies or corporate representatives to attend the issuer’s general meetings and creditors meetings and those proxies/corporate representatives must enjoy rights comparable to the rights of other shareholders.