The Hong Kong Stock Exchange (HKEX) is mainly divided into the Growth Enterprise Market (GEM) and the Main Board, which have different listing conditions and requirements.
Main Board Market
The motherboard is suitable for companies that have already matured, have a large scale, and have a stable profit record. Detailed requirements and relevant regulations for listing on the main board:
1) Performance record and market value requirements:
① Business records for no less than three fiscal years
② Management remains unchanged for at least three years prior to listing, and ownership and control remain unchanged in the most recent audited fiscal year
③ Market value, revenue, and cash flow requirements (one of the three financial standards):
Standard 1: The cumulative profit over three years should be at least HKD 50 million, with a profit of at least HKD 20 million in the year before the company's listing and a market value of at least HKD 500 million.
Standard 2: The company's revenue in the most recent year must be at least HKD 500 million, and its market value must be at least HKD 4 billion.
Standard 3: The revenue in the most recent year must be at least HKD 500 million, the market value must be at least HKD 2 billion, and the operating business must have cash inflows. The total operating cash flow in the first three years must be at least HKD 100 million.
2) Public shareholding: At the time of listing, at least 25% of the shares must be held by the public. If the company's market value exceeds HKD 10 billion, the Hong Kong Stock Exchange may consider reducing the public shareholding requirement, which can be as low as 15%.
3) Number of shareholders: At least 300 public shareholders.
4) Board composition: The company needs to establish a board of directors, which must include at least three independent non-executive directors (INEDs), and independent non-executive directors must account for at least one-third of the board members.
5) Corporate Governance: The company is required to comply with the Corporate Governance Code in Appendix 14 of the Hong Kong Listing Rules, including but not limited to board structure, internal controls, and risk management.
Other requirements
Sponsors: The applicant company needs to have one or more qualified sponsors who conduct due diligence and guarantee the company's listing application.
Financial report: The company must provide audited financial statements for the past three years. After going public, financial reports need to be submitted quarterly, mid-term, and annually.
Continuous disclosure responsibility: The company shall comply with the continuous disclosure requirements of Chapter 13 of the Listing Rules and timely disclose major transactions, related party transactions, and other important matters.
Working capital: The company should have sufficient working capital to meet at least 12 months of operational needs.
The lock up period for controlling shareholders: controlling shareholders are not allowed to sell their shares within the first six months after listing; Within the next six months, the controlling shareholder shall not sell more than 50% of their holdings.
Growth Enterprise Market (GEM)
1) Financial requirements: Existing performance records: The applying company must have at least two years of operating history and a total net cash flow from operating activities (i.e. operating cash flow) of at least HKD 30 million in the last two financial years.
Market value requirement: The market value at the time of listing should be at least HKD 150 million
2) Shareholder distribution: Public shareholding: At least 25% of the shares are held by the public. Number of shareholders: At least 100 public shareholders.
Shareholding concentration: The proportion of shares beneficially owned by the top three public shareholders with the highest shareholding shall not exceed 50% of the securities held by the public at the time of listing.
3) Company management: Management stability: There should be no significant changes in the management within the past two years. Board composition: There must be at least 3 independent non-executive directors, who must account for at least one-third of the board members. Corporate governance: The company needs to comply with the corporate governance requirements of the Hong Kong Stock Exchange, including the establishment of independent non-executive directors and audit committees.
4) Other requirements: 4) Other requirements:
a) The minimum public shareholding is generally 25% (which can be reduced to 15% if the market value is greater than HKD 10 billion at the time of listing)
b) At least 100 shareholders
c) The management has remained unchanged in the past two years
d) Ownership and control remain unchanged in the past year
e) At least three independent directors must be appointed and evaluated
f) At least one-third of the board members
g) Require quarterly submission of financial reports