Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has officially implemented the SPAC (Special Purpose Acquisition Company) listing regime starting January 1, 2022, aiming to balance innovation with investor protection through a stringent regulatory framework [2]. Group 1: Sponsor Qualifications and Responsibilities - At least one sponsor must hold a license from the Hong Kong Securities and Futures Commission for either Type 6 (advising on corporate finance) or Type 9 (asset management), or be a qualified "senior person" with substantial capital market experience and a good compliance record [6]. - Sponsors are required to disclose their background, professional experience, and past performance to ensure they have the capability to drive acquisitions [6]. - Sponsors must subscribe to at least 10% of the SPAC shares with their own funds, aligning their interests with those of investors [6]. Group 2: SPAC Listing Conditions - The market capitalization of the SPAC at the time of listing must be at least HKD 1 billion, which is higher than some markets like the U.S. that do not have a clear minimum [6]. - The issue price must not be lower than HKD 10 per share to prevent dilution of investor rights [6]. - Public shareholding must be at least 25%, with a minimum of 30 public shareholders to avoid excessive concentration of ownership [6]. Group 3: Fundraising and Fund Custody - Funds raised through the IPO (after deducting issuance costs) must be fully deposited into an independent trust account and can only be used for specific purposes such as acquiring target companies, paying acquisition-related fees, or repurchasing shares if shareholders exercise their redemption rights [4]. - The trust account will be managed by an independent trustee to ensure funds are used exclusively for their intended purposes, reducing the risk of misappropriation [4]. Group 4: Acquisition Transaction (De-SPAC) Requirements - The target company must meet the main board listing requirements of HKEX, ensuring it has sustainable operational capabilities [4]. - An independent financial advisor must be hired to value the target company, and the valuation methods and key assumptions must be disclosed [7]. - The acquisition transaction must be approved by a special resolution of at least 75% of SPAC shareholders, with related sponsors required to abstain from voting [7]. Group 5: Shareholder Rights Protection - Shareholders who disagree with the acquisition can request to redeem their shares at a price not lower than the issue price, ensuring they are not forced into an acquisition they do not support [8]. - There are limits on dilution, with sponsor shares and warrants subject to a maximum dilution cap post-acquisition to protect public shareholders' interests [8]. Group 6: Time Limits and Failure Handling - SPACs must complete their acquisition within 24 months of listing, with a one-time extension of up to 6 months allowed, totaling a maximum of 30 months [8]. - If the acquisition is not completed within the time frame, the SPAC must initiate liquidation and return the principal to investors, along with interest [8]. Group 7: Information Disclosure and Regulation - SPACs are required to regularly disclose the use of funds, acquisition progress, and potential risks [10]. - HKEX will conduct comprehensive oversight of SPACs throughout their lifecycle, focusing on sponsor qualifications, fund safety, and fairness of acquisitions to prevent shell companies and market manipulation [10].