港股18A上市中的知识产权风险与应对策略

Core Viewpoint - The Hong Kong Stock Exchange's Chapter 18A listing rules have lowered the entry barriers for biotechnology companies, making intellectual property (IP) a crucial factor in their valuation. Companies planning to list must prioritize IP-related risks and conduct thorough due diligence to ensure successful listing and sustainable development [2][3][4]. Group 1: Overview of Chapter 18A Listing Rules - The Chapter 18A rules allow biotechnology companies that meet specific criteria to list without the need for profitability tests or traditional financial metrics, significantly easing the financing barriers for R&D-focused biotech firms [3]. - Companies must demonstrate eligibility as a biotechnology entity, maintain a market capitalization of at least HKD 1.5 billion, have a management team with at least two years of experience in the current business, and possess sufficient operating funds to cover at least 125% of their expenses for the next twelve months [3][4]. Group 2: Importance of Intellectual Property - Intellectual property is a key indicator of a company's competitiveness, especially for those planning to list under Chapter 18A. Investors will focus on the quality and layout of a company's IP, including core patents and their corresponding R&D pipelines [4]. - The quality of IP not only reflects a company's innovation capabilities but also helps predict its future ability to generate commercial returns through technology transfer, making it a vital basis for the valuation of unprofitable biotech firms [4]. Group 3: Intellectual Property Risks in Listing - Companies must disclose significant risks related to their IP that could materially affect their operations, financial status, and future profitability. IP-related risks are a primary focus for both professional service institutions during pre-listing reviews and investors post-listing [5]. - The main categories of IP risks include ownership risks, invalidation risks, and infringement risks [5][6][7]. Group 4: Strategies for Addressing IP Issues - Conducting thorough due diligence and risk assessments before listing is crucial. This includes analyzing the validity of core patents, conducting freedom-to-operate (FTO) analyses, and assessing potential infringement risks [11]. - Companies should develop a systematic patent strategy around their core technologies, ensuring comprehensive protection across various applications and processes, while also considering geographical coverage [12]. - Establishing a robust defense mechanism against potential patent infringement lawsuits is essential, including analyzing competitors' patents and preparing negotiation strategies [13]. Group 5: Information Disclosure Requirements - Companies must provide clear information about their IP in their prospectus, including the source of core IP and its current ownership status. This transparency is critical for regulatory compliance and investor confidence [14][15]. - Disclosures should also include any ongoing legal disputes related to core technologies and potential risks of IP invalidation, ensuring that investors are well-informed about the company's IP landscape [15]. Group 6: Case Study of a Successful Listing - Since the implementation of Chapter 18A in 2022, 70 biotechnology companies have listed on the Hong Kong Stock Exchange, showcasing the rule's effectiveness in facilitating capital access for innovative firms [16]. - A notable example is Kelun-Biotech, which successfully listed in July 2023, demonstrating comprehensive IP disclosure and a strong global patent strategy, highlighting its commitment to protecting its core assets [16][17].