Hong Kong Offers New Capital Markets Opportunity for Life Sciences and Healthcare Companies

Dorsey & Whitney LLP

Dorsey & Whitney LLP

Historically, the US, and, in particular, the NASDAQ market, has been the predominant place for IPOs of life sciences and healthcare companies. However, 2018 may be the year in which things start to change. Hong Kong is now opening up its IPO market to a new category of “pre-revenue companies in emerging and innovative sectors”. Last December, the Hong Kong Stock Exchange (the “HKSE”) began an overhaul to its listing rules that would give such companies the option to raise capital in the Hong Kong market.  Hong Kong will become an attractive market in which to list, particularly for those life sciences and healthcare companies that wish to obtain greater access to Asia-based investors and the vast consumer market in China. While the HKSE did not include any definitions for companies from emerging and innovative sectors, or so-called “new economy companies”, the HKSE is nevertheless clearly targeting life sciences and healthcare companies, and comprehensively includes the key segments of (1) drugs; (2) medical devices; (3) diagnostics and healthcare services; and (4) digital health.  Further, the HKSE has been actively promoting this initiative globally.  We expect companies in China, Hong Kong and in the U.S. to explore listing opportunities. Even though the risk profile of such companies is higher than has historically been acceptable in the Hong Kong market, the HKSE views that the fact that such companies are generally subject to strict regulatory oversight and are required to reach certain specified objective milestones during its development process as mitigating factors.

The HKSE expects to have new rules ready by mid-2018 after a final public consultation launched last month, which will be open until March 23, 2018. In the interim, many companies are already preparing themselves to be among the first wave of such companies to take advantage of the new IPO rules. This article highlights some of the key factors you should take into account in evaluating a potential IPO in Hong Kong.

Hong Kong’s New Listing Regime

A new chapter 18A in HKSE’s listing regulations will be created for pre-revenue/pre-profit biotech companies (the “New Chapter”), under which qualifying applicants would not be required to have any revenue track record. In contrast, a regular applicant for listing on the main board of the HKSE must, if not generating a profit, have at least HK$500 million (approximately US$64 million) in revenue for the most recent audited financial year, in addition to meeting certain market capitalization and cashflow requirements.

Under the New Chapter, applicants would need a minimum expected market capitalization at the time of listing of at least HK$1.5 billion (approximately US$192.8 million), with at least one core product under development that has proceeded beyond the concept stage, which, from HKSE considers to be a product that has met the development milestones specified for the relevant type of product (for example, for a new pharmaceutical (small molecule drugs) product or a new biologic product, an applicant must demonstrate that it has completed Phase I clinical trials and the relevant competent authority (i.e., FDA (US), CFDA (China), EMA (Europe)) or any other national or supranational authority which the HKSE recognizes as a competent authority on a case by case basis) has not objected to its commencing Phase II (or later) clinical trials) . These applicants must meet the enhanced working capital requirements (125% of its current requirements over the next 12 months following listing), have been operating their current line of business for at least two years, and have previously received meaningful investment (being more than just a token investment) from at least one sophisticated investor (including financial institutions) at least six months before the date of the proposed listing (and which must remain at IPO). 

Given the higher-risk nature of pre-revenue/pre-profit biotech companies, the HKSE has concerns about the creation of Shell companies if such companies end up failing. To avoid such a scenario, the HKSE proposes to restrict companies that list under the New Chapter from undertaking any transaction that would result in a fundamental change to its principal business without the prior consent of the HKSE. If such a listed company fails to meet any continuing obligation to maintain sufficient operations or assets, it would be given a period of up to 12 months to regain compliance with the requirement, failing which the HKSE would cancel its listing.1

By eliminating the revenue track record requirement in the New Chapter, the HKSE hopes to attract pre-profit/pre-revenue life sciences and healthcare companies that are currently not eligible to list in Hong Kong in order to diversify its issuer base and enhance its competitiveness as a listing venue for the long run.

The Pieces Are Falling into Place

We believe the current environment is ripe for new life sciences and healthcare IPOs on the HKSE based on a number of factors:

  • Companies across the globe desire access to the growing healthcare market in Asia and, in particular, China2, and Hong Kong has historically been a logical jumping off point for these companies due to its strong infrastructure business and proximity to China.
  • Asian institutional investors seeking access to deal flow view the Hong Kong market favorably.  Hong Kong has been a leading global IPO portal with strong institutional investor support. According to the annual market statistics published by the HKSE, Hong Kong ranked the second in the world in 2014 in terms of the amount of funds raised. The city became the world leader for two consecutive years in 2015 and 2016, with total funds raised of US$31.8 billion and US$24.8 billion, respectively. In 2017, it ranked third following the NYSE and the Shanghai Stock Exchange.
  • Interest in life sciences and healthcare companies is rising due to recent regulatory reforms by the China Food and Drug Administration (CFDA).  The regulatory burdens for foreign companies desiring to enter the Chinese market have been substantially eased and we expect the sector to heat up. For example, one of the CFDA’s reforms is the “Decision to Adjust Relevant Items Concerning Imported Drug Registration”3 which is intended to facilitate the review and approval process for imported drugs, particularly for innovative imported drugs.  The CFDA has also issued a series of draft amendments to the relevant laws and regulations in relation to the marketing authorization holder regime, use of foreign clinical trial data for registration of drugs or medical devices and the implementation of a U.S.-styled “Orange Book”4.

Hong Kong is Ready To Go

Pre-revenue life sciences and healthcare companies could not previously list in Hong Kong and were limited to listings in the US or Europe. Several Chinese firms had launched some of the biggest life sciences and healthcare IPOs in the US in the past two years. BeiGene Ltd. raised approximately US$182 million on NASDAQ in February 20165. In September 2017, Zai Lab Ltd. raised about US$150 million on NASDAQ6.

The HKSE’s move to allow pre-revenue life sciences and healthcare companies to list is timely. The Chinese life sciences and healthcare industry is booming with both companies and investors filling out the emerging venture ecosystem.  With a growing pipeline of companies knocking at its doorstep, and a growing healthcare industry in China, Hong Kong is positioning itself as an ideal IPO option given its geographical proximity to the key Chinese market. 

Since the HKSE announcement last December, many life sciences and healthcare companies have made inquiries directly through the HKSE, or have engaged investment banks and professional consultants to begin the process of raising capital in Hong Kong, accordingly to a local news report. The market is excited about the possibilities that may open up for fundraising in the Asia-Pacific region after implementation of the New Chapter. In the meantime, we eagerly await the results of the HKSE process.

1 The “Consultation Conclusions – A Listing Regime for Companies from Emerging and Innovative Sectors" and the “FAQs on Proposed New Listing Regime for Emerging and Innovative Companies” published by the HKSE on 23 February 2018.
2 China is the second largest pharmaceutical market in the world, and is forecasted to grow from $108 billion in 2015 to $167 billion by 2020, representing an annual growth rate of 9.1%, according to the “2016 Top Markets Report – Pharmaceuticals” published by the International Trade Administration of the US Department of Commerce. The total healthcare expenditure in China reached RMB4.6 trillion (or US$667.2 billion) in 2016, nearly quadrupling the RMB 984.3 billion spent in 2006 (or US$141.7 billion), according to China Statistical Yearbook 2017 published by the National Bureau of Statistics of the People’s Republic of China. However, healthcare expenditure accounted for only 6.2% of the country’s GDP in 2016, which was far lower than the proportion spent in many high-income countries (2014: US 17.1%; Canada 10.4%; France 11.5%; Germany 11.3%; Australia 9.4%) and its neighbors (2014: Japan 10.2%; Korea 7.4%), according to the World Bank Open Data.
3 Chinese version of the said decision was published on October 10, 2017 on http://www.sda.gov.cn/WS01/CL0050/178363.html.
4 Chinese version of the “Draft Amendments to the Drug Administration Law” was published on October 23, 2017 on http://www.sda.gov.cn/WS01/CL0050/178902.html; Chinese version of the “Draft Amendments to the Provisions for Drug Registration” was published on October 23, 2017 on http://www.sda.gov.cn/WS01/CL0050/178900.html; Chinese version of the “Draft Amendments to the Regulations for the Supervision and Administration of Medical Devices” was published on October 31, 2017 on  http://www.sda.gov.cn/WS01/CL0050/216088.html; and Chinese version of the “Notice Concerning Publication of China Marketed Drug Catalogue” was published on December 28, 2017 on http://www.sda.gov.cn/WS01/CL0050/220786.html.
5 News article titled “BeiGene announces closing of its initial public offering” published on globenewswire.com of NASDAQ on February 8, 2016.
News article titled “Zai Lab Limited announces pricing of U.S. initial public offering of ADSs” published on globenewswire.com of NASDAQ on September 20, 2017.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Dorsey & Whitney LLP | Attorney Advertising

Written by:

Dorsey & Whitney LLP

Dorsey & Whitney LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.