【锋行链盟】港交所上市公司资本运作方式及核心要点

Capital Operations of Hong Kong Stock Exchange - The Hong Kong Stock Exchange (HKEX) is recognized as a major global financial center with a highly market-oriented and internationalized capital operation system [2] - HKEX offers a mature regulatory framework that supports various capital operation methods including equity financing, debt financing, mergers and acquisitions, asset securitization, equity incentives, spin-off listings, privatization, and other innovative tools [2][11] Equity Financing - Equity financing in the Hong Kong market is known for its flexibility and efficiency, supporting both IPOs and diverse refinancing channels [2] - Initial Public Offerings (IPOs) are a primary method for companies to raise equity, characterized by a registration system that emphasizes information disclosure and high review efficiency, typically taking 6-12 months [3] - Various refinancing methods include: - Placing: Selling new shares to specific investors without a general offer [3] - Rights Issue: Offering new shares to existing shareholders based on their holdings [3] - Open Offer: Similar to rights issues but open to the public [3] - Consideration Issue: Issuing shares as payment for acquisitions [3] - Share Option Scheme: Issuing options to core employees or management to purchase shares at a predetermined price [3] Debt Financing - Companies listed on HKEX can issue various types of bonds, with flexible terms and multiple currencies (HKD, USD, RMB) [3] - Corporate Bonds and Convertible Bonds (CB) are common, with CBs providing both debt and equity characteristics, allowing investors to convert bonds into shares [3] - The issuance of perpetual bonds is also noted, which allows issuers to defer interest payments and may be classified as equity for accounting purposes [4][8] Mergers and Acquisitions - The M&A framework in Hong Kong is governed by the "Code on Takeovers and Mergers," focusing on shareholder fairness [4] - Key methods include: - Takeover Offer: A direct offer to acquire shares from shareholders [4] - Scheme of Arrangement: A court-approved plan for acquiring shares [4] - Share-for-Share Swap: Acquiring a company by exchanging shares [4] - Reverse Takeover: A non-listed company acquiring a listed shell company to gain a public listing [4] Asset Securitization - The acceptance of Asset-Backed Securities (ABS) in the Hong Kong market is high, with underlying assets including receivables, lease rights, and infrastructure revenue rights [5] - The operation model involves transferring underlying assets to a Special Purpose Vehicle (SPV) that issues securities backed by future cash flows [5] Equity Incentives - Companies often use equity incentive tools to align the interests of management and shareholders [6] - Common methods include Share Option Schemes and Share Award Schemes, which provide rights to purchase shares or grant shares directly to employees [6][7] Spin-off Listings - Spin-offs allow parent companies to list subsidiaries independently, enhancing the subsidiary's financing capabilities and potentially increasing the valuation of both entities [9][10] Privatization and Delisting - Privatization occurs when major shareholders or consortiums buy out public shares to delist the company, often due to undervaluation or high compliance costs [10] - Methods include voluntary buyouts and share repurchase programs, which can signal undervaluation to the market [10] Other Innovative Tools - The introduction of SPACs (Special Purpose Acquisition Companies) in 2022 provides a new pathway for companies to go public through acquisition [10]