Background:

Tech Solutions Limited ("TSL") is a technology company planning to list on the Stock Exchange of Hong Kong. You are a junior lawyer at Elite Pathfinder LLP, the Underwriters' legal counsel.

Business Overview

• A 5-year-old technology company specializing in software development and IT solutions
• Generated annual revenue of HK$500 million in the most recent financial year
• Strategic footprint across Greater China and Singapore through subsidiary operations

Ownership Structure

• Founder holds controlling stake of 60%
• Multiple venture capital firms collectively own remaining 40%

Key Business Strengths

• Established partnerships with state-owned enterprises as key clientele
• Strong regional presence across multiple jurisdictions

Recent Issues:

1. A major customer (15% of revenue) is terminating their contract

2. Founder recently divorced, with ongoing settlement negotiations

3. Potential patent infringement claim from a competitor

4. Some VCs want to exit completely during IPO

5. Company using various VIE structures for China operations

Questions:

1. Due Diligence & Disclosure
   a) What are the key areas requiring enhanced due diligence?
   b) How should these recent issues be addressed in the prospectus?
   c) What risk factors should be highlighted?
   

2. Legal Documentation
   a) What material contracts need special review?
   b) What additional comfort/confirmations might the regulators require?
   c) What special provisions might be needed in the underwriting agreement?
   

3. Timing Considerations
   a) How might these issues affect the listing timetable?
   b) What critical path items need immediate attention?
   c) What contingency plans should be considered?