Mainland tech firms that plan to shift US listing to Hong Kong face uphill battle due to tougher rules

tightened rules on overseas listings, Meicai, Lalamove, Securities and Futures Commission, Hong Kong Exchanges and Clearing, initial public offering

Hong Kong may be the obvious listing destination for Chinese tech companies after Beijing tightened rules on overseas listings. Stringent accounting and disclosure hurdles as well as tougher regulatory vetting suggest not all will make the cut, accountants and lawyers warned.

Companies that want to shift their listing from the US to Hong Kong may have to rework their accounts and application documents to comply with the tougher standards imposed by the Hong Kong bourse operator than US exchanges, they added.

Some of the biggest differences include accounting principles and reporting standards, offshore ownership structures and classes of shares with variable voting rights.

“Listing requirements in Hong Kong are stricter,” said Wang Hang, a partner at legal firm Baker McKenzie in Beijing. “The key is to evaluate whether the issuer can fulfil the listing conditions. That is to say, not all of these companies are capable of shifting [their choice of venue] to Hong Kong.”

tightened rules on overseas listings, Meicai, Lalamove, Securities and Futures Commission, Hong Kong Exchanges and Clearing, initial public offering

Vegetable-delivery firm Meicai has paused its US IPO plans. Photo: Shutterstock Images

Heightened scrutiny of China’s tech giants has unnerved investors and caused a number of mainland and Hong Kong companies to pause their US listing plans or opt for Hong Kong to raise capital from investors. They included lifestyle platform Xiaohongshu or Little Red Book, vegetable-delivery firm Meicai and logistics start-up Lalamove.

China’s top cybersecurity regulator on July 10 unveiled draft rules under which it would review any foreign listings by technology platform companies that possess the data of at least 1 million users. That followed a probe into dominant ride-hailing operator Didi Chuxing days after its US$4.4 billion New York stock offering.

A closer look at the listing rules in Hong Kong and the US – which dominated Chinese stock listings in the past decade – will show that it is not as easy as flipping a switch.

The first major difference between the two markets is the accounting standards, according to Johnny Lam, deputy president for Greater China at CPA Australia, an accounting industry body.

Under the US listing requirements, companies must use Generally Accepted Accounting Principles (GAAP), while Hong Kong applies the local Financial Reporting Standard or International Financial Reporting Standards.

In terms of requirements in the prospectus, the US promotes a disclosure-based regime, under which listing candidates are required to provide extensive information for the investing public to know about their key financials and risk factors.

The regulators in the US, however, do not vet the suitability of the issuers, Lam added. If there is a problem after the listing, investors can seek recourse by taking class-action lawsuits against the issuers.

Experts see Hong Kong to be a tougher market as it adopts a merit-based regulation. Market regulators, including the Securities and Futures Commission as well as Hong Kong Exchanges and Clearing, vet offering documents and other materials provided by the candidates to protect the interests of retail investors.

Issuers planning to list in Hong Kong are required to prepare the initial public offering (IPO) prospectus in accordance with the Hong Kong listing rules and face a vetting process by regulators, said Stephen Chan Yiu-kwong, a partner at the law firm Dechert.

“Normally, an issuer will engage sponsors and other professional parties based in Hong Kong to assist with the commencement of the IPO application process,” he added.

Another key difference is the issue of shareholding structure. Many technology companies have preferred to list in the US in the past as it has no restrictions on weighted voting right structure, a popular design for many tech founders who tend to own a small but controlling stake in their companies.

While Hong Kong reformed its listing rules in 2018 to lure companies with weighted voting rights, the bourse still retained a high degree of restrictions. It only allows a person, who must be a key member of management and a director, to own shares with higher voting rights.

Hong Kong also bars corporations from holding such equity unlike in the US. The city also limits each premium class of share with a voting right of up to 10 times the ordinary class of shares, while the US exchanges do not impose any limit.

Company executives, their sponsors and investment bankers should thus allow themselves more time to eventually reach the market.

“The time taken for companies to list could be delayed by at least two to three months if the mainland companies decide to shift from the US to Hong Kong,” Lam at CPA Australia said.

News Related

OTHER NEWS

Huawei confirms its concentration on Asia-Pacific market

Global tech powerhouse Huawei has affirmed Asia-Pacific is the company's “major area of focus and investment” and Huawei Cloud is now the fastest growing cloud service provider in the region. ... Read more »

Cramer's lightning round: Doximity is a winner

Carnival Corp.: “Carnival is good, but today is [Norwegian Cruise Line CEO] Frank Del Rio's birthday — happy birthday. Norwegian Cruise [is] a better stock, and what a great guy.” ... Read more »

WarnerMedia opens regional hub in Singapore

Mrs Josephine Teo (left) and Mr Clement Schwebig, Managing Director of WarnerMedia for India, Southeast Asia and Korea, touring the WarnerMedia’s office in Fusionopolis on Sept 24, 2021. Major media ... Read more »

Meng's surprise release may not improve China's relationship with US or Canada, analysts say

The surprise agreement between US prosecutors and Huawei Technologies Co. executive Meng Wanzhou that allows Meng to return to China after nearly three years of detention in Canada will not ... Read more »

GoodRx's subscription programs now have over 1 million subscribers, co-CEO says

GoodRx co-CEO Doug Hirsch on Friday told CNBC's Jim Cramer the company has amassed more than a million subscribers across its subscription offerings, while expressing confidence about future growth for ... Read more »

BAAC sparks up cannabis farming loan scheme

Mr Somkiat warned that the cannabis is not for any farmer. The Bank for Agriculture and Agricultural Cooperatives (BAAC) has started offering loans this month to plant cannabis for community ... Read more »

Cramer's week ahead: 'We're now headed into a calm before the storm moment here'

Next week could be a relatively calm stretch for Wall Street, CNBC's Jim Cramer said Friday, but he advised investors to start preparing for trading days on the horizon. “Get ... Read more »

How to age well: actress Charlie Yeung says giving birth at 42, to twin boys, has kept her feeling youthful

Although she hasn’t had an uninterrupted night’s sleep since the premature birth of her twin boys in 2017, actress and former singer Charlie Yeung Choi-nei says they have given her ... Read more »

Slash tourist entry rules, urge firms Industry is eager for high season

People enjoy at a beach in Phuket on Sunday. The island has opened for foreigners who are fully vaccinated to visit the resort island without quarantine. (Reuters photo) Tourism operators ... Read more »

Exports continue growth in August, but slacken pace

Exports rose in August at a slower pace than the previous month, attributed to the government's tighter restrictions affecting manufacturing and logistics systems. The Commerce Ministry reported on Friday customs-cleared ... Read more »

Sales of Russian-made electric car to start in 2024 — Avtotor

The retail price of the new car will be up to 1.5 million rubles ($20,625) Read more »

Russia to increase share of low-carbon energy sources to 90% by 2035 — Deputy PM

About 87% of the electricity generated in Russia comes from carbon-free or low-carbon sources Read more »

Dow Jones, S&P 500 end with gains up after bumpy week, but Nike drags

Stocks bounced back from a sharp selloff at the start of the week tied in part to concerns over a default by China’s Evergrande and its potential risk to global ... Read more »

Stocks end mixed on Wall Street, S&P 500 manages weekly gain

Wall street closed out a choppy week of trading Friday with a mixed finish for the major stock indexes, though the S&P 500 managed its first weekly gain in three ... Read more »

China says all crypto transactions illegal; Bitcoin tumbles

China’s central bank on Friday declared all transactions involving Bitcoin and other virtual currencies illegal, stepping up a campaign to block use of unofficial digital money. Friday’s notice complained Bitcoin, ... Read more »

Stock Blog: Wall Street Mutes Unrest Over Chinese Real Estate Giant; Nike falls hard

Dow Jones and the S&P 500 finished 0.1% and 0.2% respectively after a red start. The Nasdaq is fractionally lower. The AEX ends with a minus of 1.1% at a ... Read more »

US does not prosecute Huawei top woman

The US no longer wants to prosecute Chinese Huawei CEO Meng Wanzhou for fraud and breaking a trade embargo with Iran. A deal with the US prosecutor should clear the ... Read more »

‘If you are going to be an entrepreneur, start as young as possible'

Things went wrong during a trip through the United States. It was December 2018 and Stijn Koster had just sold his Rotterdam hosting company i3D.net for millions to game developer ... Read more »

United Airlines fined $1.9 million for long tarmac delays, in largest-ever penalty

Between December 2015 and February, United allowed 25 flights to remain on the tarmac for lengthy periods without allowing passengers to deplane, the DOT said. Read more »

Prosecution of Huawei leader off job due to US justice deal Financial

The deal is a so-called agreement for deferred prosecution, an alternative to trial. A public prosecutor then agrees not to prosecute if the accused agrees to meet certain requirements. The ... Read more »

Nike, Adidas back in favor with Chinese consumers: survey

81 percent of Chinese consumers surveyed indicated they planned to buy Nike, while 49 percent said they planned to buy Adidas. Nike and Adidas are again popular with Chinese consumers ... Read more »

Downing Street on brink of U-turn to plug gap in petrol driver shortages

Ministers met earlier for urgent talks on how to address the shortage - which one industry body estimated at more than 100,000 drivers - but No 10 has not yet revealed what measures will be taken. Read more »

How China's Belt and Road Initiative could benefit from Ig Nobel Prize-winning research

As world leaders gathered this week at the UN General Assembly in New York, I wonder how many recall that nine of them were winners last year of the Ig ... Read more »

‘Because of the different time zones, I'm always working'

‘The price you pay for running an international hairdressing empire? Get up early, my alarm goes off at half past five. I live in New York, where we have a ... Read more »

Stock blog: real estate slump in China hurts Wall Street little

At around 7.30 pm (Dutch time), the Dow Jones and the S&P 500 are virtually unchanged. The AEX ends with a minus of 1.1% at a position of 791.45 points. ... Read more »

Cramer says his charitable trust bought back Disney after exiting its position in June

Disney character Mickey Mouse is seen above the entrance at Disneyland Paris during the 25th anniversary of the park, in Marne-la-Vallee, near Paris, France.Benoit Tessier | Reuters CNBC's Jim Cramer ... Read more »

Lowering the threshold for access to debt restructuring for people with problematic debts

Minister Dekker: ‘We have to be alert to the occurrence of debts, because they can disrupt people’s lives. If you nevertheless have to deal with debts, you must of course ... Read more »

VDL figures show impact of material shortage

Fighting over batches of steel, stocks that rise because products cannot be finished, car factory Nedcar that was closed for more than a month: the presentation of the half-year figures ... Read more »

Protest by striking airline Alitalia employees

Photo: ANP Hundreds of striking workers at Italian airline Alitalia protested on Friday. They want better working conditions at the relaunch of Alitalia under the new name Italia Trasporto Aereo ... Read more »

Technical analyst: ‘Still room for AEX rise'

During the webinar, made possible by bank Société Générale, technical analyst Geert-Jan Nikken of Trade Idee stated that the AEX, after its closing record above 800 points on Thursday, could ... Read more »

Costco, Nike and FedEx are warning there's more inflation set to hit consumers as holidays approach

A worker wearing a protective mask removes rotisserie chicken from skewers inside a Costco store in San Francisco, California, on Wednesday, March 3, 2021.David Paul Morris | Bloomberg | Getty ... Read more »

If climate policy does hurt

No, you can just keep barbecuing! And we are not going to say that you should eat less meat. Or maybe a little less flying. Because climate policy should remain ... Read more »

Storyboard | WPP fined for bribery-related scheme in India by US regulator

Representative image The US Securities and Exchange Commission (SEC) on Friday announced that London-based WPP plc, the world’s largest advertising group, has agreed to pay more than $19 million to ... Read more »

Bulk Deals | Nomura, Plutus Wealth, IIFL & Abu Dhabi Investment pick 5% stake in Sansera Engineering

Automotive components manufacturer Sansera Engineering witnessed significant buying on its listing day (September 24) at the bourses and this could be one of the reasons behind a better-than-expected listing premium as ... Read more »

Women professionals should come forward to work in the Indian real estate sector: Housing Secretary

Women professionals should come forward to work in the Indian real estate sector, which has immense potential due to rapid urbanisation in the country, Housing and Urban Affairs Secretary Durga ... Read more »

Barry Diller's IAC in talks to buy People magazine publisher Meredith

IAC is in talks to buy Meredith, publisher of People, Entertainment Weekly and Real Simple. Getty Images Barry Diller’s IAC is in advanced talks to acquire Meredith, the publisher of ... Read more »

'The View' pulls 2 hosts off the air over positive Covid tests, minutes before interview with VP Harris

Ana Navarro and Sunny Hostin on the set of ABC's The View.Jeff Neira | Disney General Entertainment Content | Getty Images Two hosts of ABC's “The View” tested positive for ... Read more »

Brent crude oil surpasses $78 per barrel, first time since October 2018

WTI crude oil rose by 0.93% to $73.98 per barrel Read more »

Novatek top executive Mark Gyetvay released on bail United States — court files

The US Department of Justice asked for a $80 million bail for Gyetvay, the request was approved Read more »

Uttarakhand: Cabinet gives nod to payment of revised DA

Uttarakhand Chief Minister Pushkar Singh Dhami (Image: Twiter/@ANI) The Uttarakhand Cabinet on Friday gave its approval to payment of revised dearness allowance to the state government employees. The state government ... Read more »