Capital Markets Quarterly - April 2023

Howse Williams’ Capital Markets Quarterly aims to provide you an overview of the various regulatory and market updates in the first quarter of 2023, with summaries of some of the key amendments in the rules and guidelines, as well as important decisions made by the regulatory authorities in Hong Kong. We will also highlight some of the major market transactions over the last 3 months.


A) Regulatory Update


The Stock Exchange of Hong Kong Limited (the “Exchange”)


Amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and Updates to Guidance Letter

The Exchange has expanded the listing framework to enable the listing of specialist technology companies on the Main Board of the Exchange under a new listing regime (the "New Listing Regime") by introducing a new Chapter 18C of the Listing Rules and guidance letter HKEx-GL115-23 (March 2023) (the "Guidance Letter"). The Guidance Letter sets out a list of specialist technology industries and the respective acceptable sectors. Listing applicants within the industries and sectors which cannot meet the Chapter 8 revenue or profit track record requirements will now be eligible to submit a listing application under Chapter 18C of the Listing Rules.  


Under the New Listing Regime, listing applicants are categorised into commercial companies or pre-commercial companies. Commercial companies are those that have at least HK$250 million revenue arising from their specialist technology business segment for the most recent audited financial year ("Commercialisation Revenue Threshold"). A pre-commercial company means a specialist technology company which has not yet met the Commercialisation Revenue Threshold at the time of listing. While commercial companies and pre-commercial companies are subject to different qualifications for listing, pre-commercial companies will entail more stringent requirements. Specialist technology companies must fulfil specific IPO requirements under the New Listing Regime regarding allocation of shares to independent price setting investors, initial retail allocation and clawback mechanism, minimum free float, offer size, and enhanced prospectus disclosure, etc. Stakeholders of specialist technology company issuers must fulfil specific post-IPO lock-up requirements while pre-commercial company issuers are subject to additional continuing obligations. For a summary of the eligibility requirements for a listing applicant relying on the New Listing Regime, please refer to our separate corporate news alert available here.


Consultation Paper on Rule Amendments Following Mainland China Regulation Updates and Other Proposed Rule Amendments Relating to the People’s Republic of China (“PRC”) Issuers (the “Consultation”)

Following the issuance of the New PRC Regulations implemented on 31 March 2023[1] and the repeal of the Special Regulations[2] and the Mandatory Provisions[3], the Exchange published a consultation paper to introduce consequential amendments to Chapter 9, Chapter 19A and Appendix 13D of the Listing Rules and equivalent GEM Listing Rules relating to PRC issuers and FAQ No. 118-2023 with respect to the impact of the PRC’s new filing regime on the issuance of securities by listed issuers. The Exchange did not conduct public consultation on consequential Listing Rules amendments made to reflect the New PRC Regulations and considers that protection of H shareholders of PRC issuers would not be compromised by these proposed consequential amendments which include the following:


  1. Remove the class meeting and related requirements for issuance and repurchase of shares by PRC issuers;
  2. Remove the requirements for disputes involving H shareholders to be resolved through arbitration;
  3. Remove the requirements for PRC issuers’ articles of association to include the Mandatory Provisions and other ancillary requirements; and
  4. Amend the documentary requirements for new listing applications to reflect Chinese Mainland’s new filing requirements for overseas listings of Chinese Mainland companies.


PRC issuers are reminded to prepare their articles of association in line with the Guidelines for the Articles of Association of Listed Companies issued by the CSRC and follow their existing articles concerning class meetings for certain resolutions and other provisions required under the Mandatory Provisions in the meantime until they amend their articles of association.


Further, the Exchange consults on their proposed Listing Rules amendments that address issues arising from domestic shares and H shares being treated as different classes and remove or modify certain additional shareholder protection requirements specific to PRC issuers which are no longer required as follows: -


  1. Allow the limits on general mandate for new share issuance and scheme mandate for share schemes to be calculated with reference to a PRC issuer’s total issued shares (instead of referencing to each of domestic and H shares);
  2. Remove the requirements for directors, officers and supervisors of PRC issuers to provide undertakings to the issuers and their shareholders to comply with the PRC Company Law and the articles of association;
  3. Align minor requirements on compliance advisers of PRC issuers with those of all other listed issuers under Chapter 3A of the Listing Rules and remove other requirements relating to the role of sponsors and compliance advisers in Chapter 19A of the Listing Rules; and
  4. Remove certain requirements in Chapter 19A of the Listing Rules in connection with (i) online display or physical inspection of documents and (ii) disclosure of material differences between PRC and Hong Kong laws and regulations in listing documents of PRC new listing applicants.


The consultation period ended on 24 March 2023 and details relating to implementation of the relevant Listing Rules will be published in a conclusions paper.


Review of Issuers’ Annual Reports 2022

The Listing Division of the Exchange published the Review of Issuers’ Annual Reports 2022 (the “2022 Review”) in which they have adopted a thematic approach for specific areas based on previous results, and emerging trends or matters considered to be of higher regulatory risks, namely (i) financial reporting and controls, (ii) material lending transactions and (iii) financial statement disclosure. Annual reports of listed issuers published for the financial year ended between January and December 2021 were considered and recommended practices are set out in the 2022 Review. Key recommendations in the 2022 Review include:


  • Directors should ensure the listed issuers’ financial statements are prepared in accordance with the relevant accounting standards before audit, consider all relevant factors and provide sufficient and objective information to substantiate appropriate underlying assumptions of accounting estimates, deploy adequate resources to maintain proper risk management and internal controls, as well as critically assess management's accounting estimates and assumptions.


  • To avoid modified opinions and delay in publication of financial results, risk management system and internal control should be designed, implemented and monitored by the management according to board's policy on an ongoing basis. Whistleblowing policies and systems for employees and those who may raise concerns with the audit committees on possible improprieties should be established.


  • The audit committee should keep track of the integrity of the listed issuer’s financial statements, ensure compliance with accounting standards, review significant financial reporting judgements and the effectiveness of the audit process as well as oversee the listed issuer’s financial reporting system, risk management and internal controls.


  • With respect to material asset impairments, directors and the audit committee should ensure and manage their credit risk exposure and the recoverability of loans and adequacy of the collaterals. Listed issuers operating money lending businesses are reminded to make recommended minimum disclosure with a description of business model, breakdowns of loan portfolios and discussion of movements of impairments or write-offs of loan receivables and basis of impairment assessments, while listed issuers in general should disclose details of the loan receivables, covering major terms, reasons for granting the loans, how they meet their business strategies and discussion of any material impairments or write-offs of the loan receivables and the basis of impairment assessments.


  • Adequate and timely disclosure of material changes to the use of IPO proceeds and business plans should be made. Newly listed issuers should consult their compliance advisers (i) before the publication of any regulatory announcements, circular or financial reports; (ii) before any proposed notifiable or connected transactions or share issuances and repurchases and (iii) before any changes in the use of IPO proceeds.


  • Listed issuers may improve their financial disclosures by (i) providing more tailored and detailed information of significant judgments and estimates to reflect their specific circumstances, (ii) continuously review disclosure clarity and transparency, (iii) engage in early discussion with their auditors and valuers about the valuations and the underlying inputs, (iv) reconsider the appropriateness of the past method and ensure up to date inputs are used for expected credit losses estimation when assessing trade receivables recoverability at reporting date, (v) familiarise with the accounting requirements when carrying out acquisitions, (vi) provide sufficient disclosure to facilitate investors’ understanding of the nature and risks and financial effects associated with their interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities, (vii) consider the events up to the date of authorisation of their financial statements, (viii) maintain a close dialogue with the auditors on the audit focus areas, going concern and other emerging issues identified during the audit, as well as take prompt actions to address auditors’ concerns.


  • Listed issuers are reminded to take note of common pitfalls (including continuing connected transactions ("CCT") exceeding annual caps, failure to announce CCT at the time of agreement and failure to comply with notifiable transaction rules when acquiring investment products) to ensure compliance and complete disclosure as required under the Listing Rules.


Listed issuers are reminded to pay attention to the Exchange’s observations and recommendation discussed in the 2022 Review for preparation of future annual reports.


Revised Guide on General Meetings

On 28 February 2023, the Exchange published an updated Guide on General Meetings (the "Guide"). The Guide was first published on 24 September 2010, and it has been updated from time to time. The Guide assists listed issuers in convening and conducting general meetings, including annual general meeting ("AGM"), extraordinary general meeting ("EGM") or special general meeting ("SGM") and consolidates the relevant provisions of the Corporate Governance Code and the Listing Rules. The key updates cover various areas, such as (i) the timeline for giving notice of general meeting, content of the notice, and service of meeting notice, (ii) practices and arrangements for holding virtual/hybrid general meeting, (iii) disclosure in resolutions about directors, (iv) publication of supplemental information regarding change in shareholders' voting intention, (v) shareholders' requisition of meetings, (vi) corporate shareholders' right to appoint representatives, (vii) content of the minutes of meeting, (viii) no counting of votes cast in contravention of Listing Rules, (ix) cumulative voting arrangements, and (x) content of poll results announcement. Listed issuers are reminded to familiarise themselves with the above updates when convening and conducting AGMs, EGMs or SGMs. Please refer to our separate corporate news alert available here for a summary of the key updates of the Guide.


Following the publication of the Guide, the Exchange also updated the frequently asked questions on the Joint Statement in relation to Results Announcements in light of Travel Restrictions related to the Severe Respiratory Disease associated with a Novel Infectious Agent (the "Joint Statement") and holding of general meetings by withdrawing question 11.


Enforcement Bulletin (March 2023)

On 20 March 2023, the Exchange published the March 2023 edition of Enforcement Bulletin (the "Enforcement Bulletin") covering the Exchange's expectations around disclosure of information, disclosure issues that have emerged among newly-listed issuers, and their concerns about "partial truth" disclosures. The Listing Rules stress the importance of giving investors sufficient information to assess the listed issuer, and keeping them fully aware of material factors which might affect their interests. While the Listing Rules require disclosure in various specific instances, timely disclosure must be presented in a complete and accurate manner, or else the disclosure will not be meaningful and may even be deceptive. The Exchange in its investigation in relation to disclosures made by certain newly-listed issuers discovered that significant changes in the use of IPO proceeds or outflows of money were not properly disclosed.


The Exchange also identified problems with "partial truth" disclosures with omissions of potentially sensitive and material issues which make these announcements misleading despite that the facts they contain are correct. "Partial truth" disclosures can be problematic in resignation announcements of directors and auditors. In relation to director resignations, listed issuers and directors are reminded to pay careful attention to ensuring appropriate disclosures if resignation comes during a time of sensitivity, pressure (financial or otherwise), or disagreement for the listed issuer, the board, or the director personally. "Partial disclosures" should not be made to avoid addressing sensitive matters or to buy time. Regarding auditor resignations, simply citing disagreement over audit procedures or audit fees without disclosing other material issues that led to the resignation may also be misleading. An announcement could be misleading as a result of omission of material information, and disciplinary action may follow.


The Exchange’s Disciplinary Actions

In the first quarter of 2023, the Exchange published sanctions in 9 cases which involve (i) transactions involving connected parties or failure to disclose and obtain shareholders’ approval, (ii) directors’ failure to safeguard listed issuer’s interests, cooperate in investigations and procure/ provide substantive responses to enquiries from the Exchange and (iii) deficiencies in the listed issuer’s internal controls and risk management systems. Listed issuers should exercise caution and put in place proper check and balance, and transaction monitoring mechanisms. 


News release date

Listed issuer/ directors involved – summary of conduct

28 March 2023

Blockchain Group Company Limited (Delisted, Previous Stock Code: 364), ten former and current directors

  • The listed issuer acquired ginseng plantation land(s) without announcing or disclosing the acquisition which should also have been subject to independent shareholder's approval
  • The Exchange discovered the acquisition during the review of draft financial statements provided by the listed issuer in support of its application to resume trading
  • The draft financial statement revealed a substantial impairment on the ginseng plantation land(s), a near depletion of the cash position and a significant loss
  • The director responsible for the acquisition failed to conduct sufficient due diligence and obtain proper valuation. Other directors were either aware of the acquisition or approved it, but failed to ensure it was in the listed issuer's interest. No steps were taken by the directors to procure compliance with the Listing Rules
  • Public censures and Prejudice to Investors' Interests Statement were made against seven current and former directors
  • Censures were made against three former directors, and the same directors were directed to attend training


21 March 2023

A former director of Carnival Group International Holdings Limited (In Liquidation) (Stock Code: 996)

  • The Exchange performed investigation on the former director's discharge of his duties and obligations under the Listing Rules and he did not respond and failed to cooperate in the investigation
  • The Listing Committee considered his breach to be serious
  • In addition to a censure, a Director Unsuitability Statement was made against the former director


16 March 2023

Two former directors of Forgame Holdings Limited (Stock Code: 484)

  • Listed issuer recorded an impairment loss in respect of loans it had advanced. The impairment constituted nearly three-quarters of the listed issuer's total corporate loan receivables at that time
  • Despite concerns and risk alerts had been raised to the directors during the loan approval process, the directors approved the loans without taking any follow-up action
  • There were several internal control deficiencies in respect of the listed issuer's lending business
  • Censures were made against a former director while another former director was criticised
  • The two directors were directed to attend training


6 March 2023

Two former directors of China Bozza Development Holdings Limited (Stock Code: 1069)

  • Censures were made against two former directors while a Director Unsuitability Statement was issued against the same directors
  • Former directors did not respond to a letter sent to them by the Listing Division of the Exchange as part of an investigation into their discharge of directors' duties and obligations under the Listing Rules
  • The Exchange considered that they failed to cooperate in the investigation and are unsuitable to occupy a position as director of the listed issuer


28 February 2023

Hygieia Group Limited (Stock Code: 1650), three former and current directors

  • Listed issuer used a substantial amount of funds at or very shortly after listing, including entry into a discretionary investment management agreement and a number of public relations and advisory services agreements. The listed issuer's prospectus did not mention the entry into these agreements
  • The investment manager had been paid a substantial up-front fee under the investment management agreement, and was left with complete discretion as to the investments. The listed issuer did not make enquiries about, and had no supervision over, the investments which involved the placement of almost the entire investment amount into the shares of one private company, and a promissory note issued by the same company
  • The listed issuer breached its internal controls by failing to conduct adequate due diligence on the service providers of the service agreements and obtain fee quotations from other providers
  • The listed issuer paid excessive fees to the service providers and the commercial rationale for some of the engagements was questionable
  • Censures were made against the listed issuer and its former executive director and chief executive officer
  • Two current directors were criticised and directed to attend training


1 February 2023


China Gem Holdings Limited (Stock Code: 1191), seven former and current directors

  • Listed issuer failed to provide any substantial response to the Exchange with respect to the enquiries on its annual results, a complaint to verify Listing Rules compliance and certain transactions leading to substantial impairment despite repeated time extensions
  • Directors breached their undertakings by failing to procure the listed issuer to respond to and cooperate in the investigation of the Exchange which constituted a breach of the Listing Rules. The Exchange considered the breach of directors’ undertakings and the Listing Rules was serious
  • Censures were made against the listed issuer and the seven directors while Director Unsuitability Statements were made against each of the directors
  • The Exchange further directed that the listing of the listed issuer be cancelled if any of the five directors, who were in office at the time, continued to occupy a position as director or within senior management of the listed issuer and/or its subsidiaries. As a result, the five directors resigned as directors of the listed issuer


16 January 2023


Agritrade Resources Limited (Delisted, Previous Stock Code: 1131), five former and current directors

  • One of the former directors failed to disclose the discloseable and connected transactions to the board that he knowingly put himself in a position of conflict between his personal and the listed issuer’s interests and failed to take steps to procure the listed issuer’s compliance
  • Listed issuer failed to comply with the Listing Rules on discloseable and connected transactions subject to written agreement, announcement, circular and/or independent shareholders’ approval requirements, and also failed to publish its annual results and despatch its annual report by the relevant deadlines resulting in a suspension of trading
  • Another director fell below the standard of a reasonable director by failing to provide check and balance over the authority and power of the abovesaid director while the remaining directors failed to cooperate in the Exchange’s investigation and keep the Exchange informed of their up-to-date contact information
  • Censures were made against the listed issuer and the five directors while Prejudice to Investors’ Interests Statement were made against the four former directors
  • The Exchange further directed one of the directors to attend training on regulatory and legal topics and Listing Rules compliance as a pre-requisite of any future appointment as a director of any listed issuer


12 January 2023


Two directors of Inno-Tech Holdings Limited (Delisted, Previous Stock Code: 8202)

  • Directors failed to respond to and cooperate with the Listing Division on investigations in relation to publication of an inaccurate and misleading announcement on change of auditors and failed to ensure timely payment of the compliance adviser’s fees
  • Directors had breached their obligations to use their best endeavours to procure the listed issuer’s compliance and cooperation in investigation
  • Public censures and Prejudice to Investors' Interests Statement were made against two directors


4 January 2023


Fusen Pharmaceutical Company Limited (Stock Code: 1652) and five current directors

  • Listed issuer made twenty advances (which were unsecured, without written evidence or a fixed repayment term) and payments to a connected person. The aggregate amount of the advances was significantly larger than the cash generated from the operation of listed issuer
  • Listed issuer breached the Listing Rules by delaying in announcing the said advances as discloseable and connected transactions, failing to publish an announcement in relation to the payments to the connected person and failing to issue a circular and obtain independent shareholder approval for both instances of advances and payments. It further did not consult its compliance adviser when contemplating the transactions
  • One of the directors who was the legal representative, executive director and general manager of the connected person receiving the monies denied knowledge about the transactions and had not declared his interest in the transactions while other directors failed to monitor listed issuer’s financial position and make enquiries about changes in the company’s receivables or cash balance
  • There were considerable deficiencies in the listed issuer’s internal controls and risk management systems
  • Censures were made against the listed issuer and the five directors
  • The five directors were also directed to attend training on regulatory and legal topics




Takeovers Bulletin No. 64

Breach of Note 4 to Rule 26.2 of the Code on Takeovers and Mergers ("Takeovers Code")

On 28 March 2023, Cheung Chi Shing ("Cheung") was publicly criticised by the SFC for his failure to obtain regulatory approval before triggering a mandatory general offer obligation for Styland Holdings Limited ("Styland ", Stock Code: 0211), in breach of Note 4 to Rule 26.2 of the Takeovers Code.


As a result of Cheung’s acquisition of shareholding interest in Styland in July 2022, Cheung and his concert parties’ aggregate shareholding in Styland increased from 27.52% to 31.84%, triggering an obligation to make mandatory conditional general offers for all of Styland’s shares and outstanding convertible bonds. Styland has four subsidiaries which are licensed corporations under the Securities and Futures Ordinance (Cap. 571) (the “SFO”). In the event the mandatory general offer became unconditional, Cheung and his concert parties would hold more than 35% of Styland’s shares and would become new substantial shareholders of the four licensed corporation subsidiaries of Styland. Section 132 of the SFO requires a person to obtain SFC's approval before becoming a substantial shareholder of a licensed corporation. In this case, no such approval was obtained, and Cheung breached Note 4 to Rule 26.2 of the Takeovers Code.


A copy of the Executive Statement is available here.


FAQ and Practice Note 25

Following the implementation of the New PRC Regulations which replaced the Special Regulations and the Mandatory Provisions, the SFC has published a FAQ setting out the requirements for disclosure of interests in H share issuers under Part XV of the SFO, and a new practice note 25 ("PN25") providing guidance to H share issuers and market practitioners on the application of the Codes on Takeovers and Mergers and Share Buy-backs (the "Codes"). Under the New PRC Regulations, H shares and domestic shares are one single class of shares. However, the fact that H shares and domestic shares of a PRC issuer are not directly fungible, are traded on separate exchanges and cannot be transferred between exchanges explain the continuous adoption of a different approach when applying the Codes to H share issuers on the one hand and other issuers on the other. The FAQ provides that for the purpose of Part XV of the SFO, interest in H shares of a PRC listed issuer should continue to be calculated as a proportion of the number of issued H shares separately from the number of issued domestic shares. The key points of PN25 include:


  • In determining whether a party is a class (6) associate under the Codes, reference should be made to the total issued H shares only, and not to the entire issued share capital of the H share issuer. A shares and unlisted domestic shares will be treated as the same class for the purpose of determining any such class (6) associates.


  • The existing approach in connection with Rules 2.2 and 2.10 which require a separate class approval from holders of H shares only for transactions that would result in a delisting of H shares will remain unchanged.  


  • Rule 14 requires a comparable offer for A shares to be made during an offer made for H shares of a H share issuer unless waived by PRC regulatory authorities or agreed by all holders of such other classes of securities. Similarly, when an offer is made for the A shares of a H share issuer, a comparable H share offer should be made contemporaneously. This requirement will remain unchanged after implementation of the PRC New Regulations.


  • In relation to the application of Rule 23 which requires a cash offer, the SFC will regard domestic shares (whether unlisted or A shares) and H shares as separate classes of shares. The application of Rule 23.1(a) and 23.2 will not be triggered unless the offeror and a party acting in concert with it made purchases carrying 10% or more of the voting rights of a particular class. Purchases of different class of securities will not be considered on an aggregated basis. Similarly, Rule 23.1(b) is applied by reference to the class of shares being acquired during an offer period.


  • The existing practices relating to special deals under Rule 25 and practice note 17, and whitewash waivers under Note 1 on dispensations from Rule 26 and Schedule VI will remain unchanged. Approval by shareholders of special deals and vote by independent shareholders to approve whitewash waiver will not require separate class approval of holders of H shares.


  • Off-market share buy-backs must be approved by the SFC and at least three-fourths of the votes cast by disinterested shareholders in general meeting. Disinterested shareholders regardless of the type of shares they hold are entitled to cast votes at the general meeting and no separate class meetings will be required for the approval of off-market share buy-backs by H share issuers.


  • A share buy-back by general offer must be approved by a majority of the votes cast by shareholders at a general meeting, where all shareholders regardless of the type of shares they hold are entitled to attend and vote at such meeting. On the other hand, a share buy-back by way of a general offer resulting in a delisting of H shares must be approved by at least 75% of the votes attaching to the H shares owned by independent shareholders, and the number of votes cast against the resolution must not be more than 10% of the votes attaching to the H shares owned by independent shareholders only.


Companies (Amendment) Ordinance 2023 (the “Companies Amendment Ordinance”)

The amendments made by the Companies Amendment Ordinance to the Companies Ordinance (Cap. 622) (the “Companies Ordinance”) and the Companies (Model Articles) Notice (Cap. 622H) will come into effect on 28 April 2023 to provide Hong Kong incorporated companies with greater flexibility when holding members’ general meetings. Fully virtual general meetings without the requirement for presence of members at any physical locations and hybrid general meetings with a mixed mode of such virtual general meetings and members attending at physical location(s) will be allowed. Examples of the shortcomings of the existing Companies Ordinance and how the upcoming changes to the Companies Ordinance will imminently plug these gaps between law and practice are set out in our separate corporate news alert available here. Companies are reminded to choose the most suitable mode of meeting and consider whether a physical meeting continues to be the most suitable or that holding a fully virtual or hybrid general meeting may promote better engagement and maximise members’ attendance and participation without undermining members’ interest.


B) Market Update

With a sign of recuperation in the Hong Kong IPO market, there were 28 new Main Board and 1 new GEM IPO applications accepted by the Exchange and 18 IPOs launched in the first quarter of 2023 that consists of a diverse range of businesses. Examples of some of the recent Main Board listings are:


Listed issuer


Powerwin Tech Group Limited (Stock Code: 2405)


The fourth largest cross-border digital marketing service provider in China, ranking third for cross-border e-commerce in 2021. The company provides China-based marketers with standardized, customized and/or SaaS-based solutions to address their needs for cross-border marketing endeavours. Its retail offering was over-subscribed by approximately 12.5 times with an estimated net proceeds from the IPO of approximately HK$96.8 million. To date, its market capitalisation reaches approximately HK$672 million.


JF Wealth Holdings Ltd (Stock Code: 9636)


An online investment decision-making solution provider, second largest in China in 2021 with a focus on the provision of education services and financial information software services in the online investor content service market. The company offers online investor content services, including online high-end investor education services and online financial literacy education services, and financial information software services. Its retail offering was over-subscribed by approximately 2.6 times with an estimated net proceeds from the IPO of approximately HK$906.0 million. To date, its market capitalisation reaches approximately HK$8.00 billion.


Logory Logistics Technology Co., Ltd. (Stock Code: 2482)


The company has built a digitalized ecosystem for road freight transportation in China and operates one of the largest digital freight platforms in China in terms of online gross transaction volume. Their platform provides digital freight services and solutions to shippers as well as truckers in both inter-city and intra-city road freight transportation. Its H-shares retail offering was over-subscribed by approximately 23.1 times with an estimated net proceeds from the IPO of approximately HK$63.1 million. To date, its market capitalisation reaches approximately HK$1.47 billion.


YH Entertainment Group (Stock Code: 2306)

The company is an artist management company ranked first in China in 2021 which has grown into a culture and entertainment platform comprising three complementary businesses of artist management, music IP production and operation, and pan-entertainment business. Its retail offering was over-subscribed by around 28.7 times with an estimated net proceeds from the IPO of approximately HK$398.7 million. To date, its market capitalisation reaches approximately HK$4.59 billion.


Beauty Farm Medical and Health Industry Inc. (Stock Code: 2373)

The company is the largest provider of traditional beauty services and the fourth largest non-surgical aesthetic medical service provider in China. It operates multiple chain brands in China’s beauty and health management service industry, including BeautyFarm (美麗田園), and three other brands, namely, Palaispa (貝黎詩), Neology (研源) and CellCare (秀可兒). Its retail offering has been over-subscribed by around 21.1 times and the IPO fund raised was around HK$499.3 million. To date, its market capitalisation reaches approximately HK$6.48 billion.


Fenbi Ltd.  (Stock Code: 2469)


The company is a non-formal vocational education and training (“VET”) service provider in China, dedicated to making high-quality non-formal VET services accessible through technology and innovation. Its retail offering has been over-subscribed by around 33.9 times with an estimated net proceeds from the IPO of around HK$119.9 million. To date, its market capitalisation reaches approximately HK$24.16 billion.




[1] the “Decision of the State Council to Repeal Certain Administrative Regulations and Documents” issued by the State Council of the PRC on 17 February 2023 and the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies” and the related guidelines issued by the China Securities Regulatory Commission (“CSRC”) on 17 February 2023

[2] the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies(國務院關於股份有限公司境外募集股份及上市的特別規定) issued by the State Council of the PRC on 4 August 1994, as amended, supplemented or otherwise modified from time to time

[3] the Mandatory Provisions for Companies Listing Overseas set forth in Zheng Wei Fa (1994) No. 21 issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System



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Disclaimer: The information contained in this article is intended to be a general guide only and is not intended to provide legal advice. Please contact [email protected] if you have any questions about the article.