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HKEx opens an innovative chapter and Tus-Financial Group promotes all-round listed financing services

On the afternoon of February 2, 2018, with the strong support of Hong Kong Stock Exchange and Beijing Haidian District Financial Services Office, Tus-Financial Group and Tus-Incubator, as well as professional firms such as Ernst & Young, and Grandall Law Firm, organized a "Seminar on the listing and financing of technological innovation enterprises in Hong Kong" for Zhongguancun Science and Technology Enterprises in H+Lab in TusPark. The event was supported by ZGCST and Zhongguancun Listed Companies Association.

Distinguished guests attending the event included Liu Jianmin, Director of Beijing Haidian District Financial Services Office,Zhang Jinsheng, Vice President of Tus-Holdings Co., Ltd. and Chairman of TusStar, Du Peng, Vice President of Tus-Holdings Co., Ltd., and General Manager of ZGCST, Zhong Chuangxin, Senior Vice President of Distribution Services of Hong Kong Stock Exchange, Cliff IP, Managing Director of Tus-Financial Group (Hong Kong), Zhang Junhong, Audit Partner of Ernst & Young, Jin Chunmei, Senior Manager of Tax & Business Consulting of Ernst & Young, and Feng Xiaoyi, Partner / lawyer of Grandall Law Firm (Beijing).

In recent days, Hong Kong Stock Exchange has announced a series of major reform initiatives aimed at innovating companies, including accepting the arrangement of same share with different rights, allowing biotech companies that have not yet made a profit or income to come to Hong Kong for listing. At the same time, China Securities Regulatory Commission also launched trials for the full circulation of H-shares. As Hong Kong Stock Exchange continuously formulate new policies, can companies enter a new era when listed in Hong Kong? What advantages has the Hong Kong market to offer for many high-quality companies to choose to list in Hong Kong?

Haidian companies, especially those in the Zhongguancun area, are responsible for leading the direction of the development of innovative economy. How to better serve these science-and-technology enterprises? Combining with policies and economic structure, Beijing Haidian District Financial Services Office is also continuing to explore and innovate, on the one hand, to develop appropriate policies to help companies listed on the market, provide support funds and special support for the company in IPO process fees; On the other hand, we organize various training counselling sessions to improve the standardization of corporate capital operations, including but not limited to the provision of free outdoor billboards and other promotional channels. When companies are listed, whether in the Mainland, Hong Kong or overseas, undoubtedly, a healthy competitive environment will play a role in promoting the rapid development of the enterprise. The activities organized by Tsinghua Science Park today are in a good form. It is hoped that many events alike will be organized, so good use of capital can be facilitated.

Although it is difficult to establish a business, listing is not the only standard for assessing a company's success. However, it is necessary to use capital's strength to enable companies to gain more room for development and determine their position in the industry. Tus-Holdings Co., Ltd. has long been committed to technological enterprise services, including organizing this event. It is to gather high-quality resources and unite professional organizations to help start-up companies. At the same time, in addition to TusStar, Tus-Holdings Co., Ltd. has built more than 200 innovative network service nodes in the world. From small-scale start-up companies to unicorn enterprises to local leading enterprises, all the target of service need to rely on certain power of capital. While creating innovative high-speed rails, TusStar must build a green channel for capital.

The advantages of Hong Kong IPO include an efficient and transparent listing approval system, predictable time of listing, rich and convenient refinancing channels, opportunities for interconnection, market-oriented operation and free flow of funds, and the introduction of talent. Hong Kong's listing approval system is based on disclosure, accepting companies that meet the listing criteria. After being recommended by Hong Kong Stock Exchange Listing Department, the listing hearing is approved by the Listing Committee; there is no mentoring period; the company should be legally compliant.

In the respect of regulation and approvals for listing and financing in Hong Kong, the problems encountered in the process should be actively handled, and appropriate disclosures should be proactively made when submitting the listing application form, and methods for resolving related issues should be provided to give regulatory agencies a good image. The draft of prospectuses and answering questions from HKEx/SFC should be easy-to-understand way to reduce review time. We should understand the reasons behind the HKEx/SFC questions and to answer questions in a timely and accurate manner. In the aspect of stock sales, we should make a variety of in-depth comparisons with industry companies to find our strong points; we should work closely with industry consultants to quote appropriate market data to highlight the industry's future prospects; presentation material PPT should be clear, and easy to understand, highlighting the reasons for the future growth of revenue and profit. We should understand the reasons behind the questions put forward by investors, and promptly answer questions and actively follow up.

Common financial issues in Hong Kong IPO process include the quality of existing accounting information, corporate restructuring, and accounting issues (such as consolidated accounting, control rights and consolidated statements (including VIE control), revenue recognition and new revenue criteria, option fees, and preferred stocks), related transactions, land and property ownership, and taxes. It is necessary for the company applying for listing to unify the company's accounting system, accounting policies, and settlement procedures, and to formulate a standardized and efficient financial reporting system so as to meet the requirements for external information disclosure.

The establishment of the basic equity structure of corporate red chip listed companies mainly includes commercial factors and tax factors. Out of the considerations of global tax planning, commercial operation management, investment and financing needs, and flexible organizational changes, one or more intermediate holding companies are usually established between domestic enterprises and their existing shareholders. As required by the listing requirements of red chip, companies often choose Cayman/BVI and Hong Kong as the place of establishment of current overseas holding company.

The main modes of Chinese companies listing in Hong Kong are divided into "H-share model" and "red-chip model", and the latter is divided into "big red chip" and "small red chip". Among them, the "Little Red Chip" is more suitable for private enterprises in the Mainland, such as Meitu and China Literature.

Main steps of ”H-Share Model” include the reform of the shareholding system, the approval of China Securities Regulatory Commission and HKEx, and the listing of shares; the operating steps of “red chip model” include the establishment of offshore structure, the approval of the HKEx, and the shares release. The compliance issues that Chinese companies need to pay attention during listing in Hong Kong include equity structure adjustments, business qualifications, land and real estate, intellectual property rights, connected transactions and peer competition, corporate governance and management, health, safety, environment, taxation, and labor.

Tus-Financial Group (Hong Kong) is a financial services group established by Tus-Financial Group in Hong Kong. Inheriting the spirit and service experience of Tus-Holdings Co., Ltd. serving technological innovation, Tus-Financial Group (Hong Kong) will provide assistance for listings in Hong Kong of technology innovation enterprises in the core area of Zhongguancun.

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