Governance Briefing — March 31, 2023
Hong Kong Exchanges and Clearing launched its Specialist Technology Companies listing regime, setting enhanced governance, disclosure, and lock-up requirements for pre-profit innovators.
Executive briefing: On 31 March 2023 the Specialist Technology Companies (STC) listing regime became effective following HKEX consultation conclusions. The framework introduces tailored eligibility tests, disclosure obligations, and lock-up periods for high-growth technology companies seeking a Hong Kong listing.
Key governance signals
- Eligibility and investor protection. STCs must demonstrate minimum R&D investment, track records, and meaningful third-party investment, with enhanced disclosure on technology and risks.
- Board and committee expectations. Issuers must maintain adequate internal controls, independent non-executive directors with relevant experience, and audit committees capable of assessing complex valuations.
- Lock-up and dilution controls. Controlling shareholders face extended lock-up periods, and issuers must disclose dilution scenarios, aligning governance with investor safeguards.
Action checklist
- Prepare governance readiness assessments covering board expertise, internal control maturity, and disclosure capabilities.
- Document R&D expenditure, commercialisation roadmaps, and strategic investors to evidence eligibility.
- Implement investor communication plans addressing lock-up obligations, dilution risks, and technology governance.
Sources
- HKEX consultation conclusions on Specialist Technology Companies regime
- Summary of eligibility and governance requirements
Zeph Tech advises Specialist Technology Companies on governance readiness, disclosure frameworks, and investor engagement strategies required under the HKEX regime.