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【锋行链盟】港交所IPO信托计划设计流程及核心要点
Sou Hu Cai Jing· 2025-10-25 16:33
Core Viewpoint - The design of trust plans for IPOs on the Hong Kong Stock Exchange (HKEX) focuses on achieving employee incentives, maintaining control stability, and tax planning, requiring compliance, effectiveness, and management efficiency [2][6]. Common Types of IPO Trust Plans - Employee Stock Ownership Plan (ESOP Trust) is primarily aimed at employee incentives [2]. - Control Trust is designed to ensure that the controlling shareholder retains voting rights post-IPO, particularly relevant for family businesses or founding teams [2]. Design Process of IPO Trust Plans - Initial Planning: Define the purpose and type of trust [2]. - Selection of Trustee: Compliance and qualification requirements are stringent, necessitating the choice of licensed trust companies [2]. - Design of Trust Terms: Key elements must be clearly defined in the trust deed, including the injection of equity/cash into the trust and the distribution of rights to employees [2][4]. Key Points of IPO Trust Plans - Compliance: Adherence to legal and listing rules is critical [4]. - Purpose Realization: Ensuring that the trust functions effectively to meet its goals [4]. - Trustee Qualification and Independence: The trustee's role is a key trust element [4]. - Adequate Information Disclosure: Transparency is essential to alleviate investor concerns [4]. - Tax Planning: Optimizing tax burdens while ensuring compliance [4]. Compliance Review - Legal and listing rules must be aligned during the compliance review process [3][4]. Trust Establishment and Registration - The establishment of the trust and the registration of assets must be completed in accordance with legal requirements [3][4]. Post-IPO Management - Continuous compliance and information disclosure are necessary after the IPO [3][4]. Case References - An example of an ESOP Trust involved a technology company where 10% of equity was injected into the trust for core employees, with a vesting period of three years and performance conditions tied to revenue growth [7]. - A Control Trust example involved a family business where 51% of equity was placed in trust, with voting rights exercised per the founder's written instructions, ensuring control stability [7].