Corporate (ECM+DCM)
Exercise 1
Pre-Listing Due Diligence
Time Limit: 60 minutes
Question:
You are a trainee solicitor at Elite Pathfinder LLP assisting with TechVision Limited's proposed HKEX Main Board listing. Review the following information and identify the key legal and regulatory issues that need to be addressed before proceeding with the listing application. Support your answer with relevant Listing Rules requirements.
Facts:
TechVision Limited develops AI software. Dr. Wang Wei is the CEO and his wife Sarah is COO. The company's main supplier is SupplyPro Limited, owned by Sarah. The company's office is shared with the Wang family's private business without a formal lease.
Five customers generate 75% of revenue. The Chief Commercial Officer (Dr. Wang's brother) previously worked for their largest customer. The largest customer contract expires in three months.
Last year, TechVision acquired its Shenzhen subsidiary from the Wang family based on an internal valuation. The company changed auditors after disagreements over accounting treatments.
One proposed INED currently provides IT consultancy to TechVision, while another holds 2% of the company's shares. Some employees of major customers have been granted pre-IPO share options.
The core technology was developed during Dr. Wang's PhD studies, but some early IP assignment agreements are missing.