An HKEX listing is no longer reserved for mainland Chinese champions. Since 2018 the Hong Kong Stock Exchange has opened its Main Board to pre-revenue biotech issuers and, since 2023, to specialist-technology companies, and it accepts issuers from outside Greater China. For Vietnamese founders building deep-tech, medtech or biotech businesses that have outgrown domestic capital, a Hong Kong IPO offers a deep pool of institutional investors and a regulated route to a global valuation.
This article explains the conditions, the structuring choices and the Vietnamese approvals that decide whether the route is realistic.
Contents
- Why Vietnamese Companies Consider an HKEX Listing
- HKEX Listing Routes for Non-Greater-China Issuers
- Chapter 18A: Pre-Revenue Biotech
- Chapter 18C: Specialist Technology
- Weighted Voting Rights and Dual-Class Shares
- Sponsor, Cornerstone Investors and Dual Listing
- Offshore Holdco and Vietnamese Outbound Approvals
- Hong Kong Tax and Stamp Duty
- Timeline, Cost and Comparison with SGX and the US
- Frequently Asked Questions
Why Vietnamese Companies Consider an HKEX Listing
HOSE and HNX suit profitable, established companies, not businesses that burn cash for years on research, so founders of genomics, diagnostics, AI, chip-design and clean-energy companies look abroad. An HKEX listing stands out for three reasons: it has a dedicated regime for innovative companies that do not yet earn profits, it is a deep pool of dollar and renminbi institutional capital, and it offers a familiar common-law framework with no capital controls on funds moving in and out.
An HKEX listing is not a shortcut, however. The exchange applies its Listing Rules, the Securities and Futures Commission (SFC) regulates sponsors, and the issuer must prove sustainability, governance and disclosure standards equivalent to a Hong Kong company.
HKEX Listing Routes for Non-Greater-China Issuers
An overseas company has three broad ways onto the Main Board. The first HKEX listing route is the conventional one under the financial tests. The second is Chapter 18A for pre-revenue biotech, and the third is Chapter 18C for specialist technology. A Vietnamese issuer is classed as a non-Greater-China issuer, which means it will not benefit from the Chapter 19C secondary-listing concessions available to certain large Chinese companies already listed abroad.
Standard Main Board Financial Tests for an HKEX Listing
The conventional HKEX listing requires a track record of at least three financial years, management continuity for those years, ownership continuity for the most recent year, and one of three tests. As publicly described by HKEX (verify current thresholds before relying on them):
- Profit test: market capitalisation of at least HK$500 million, profit of at least HK$35 million in the latest year, and aggregate profit of at least HK$45 million in the two preceding years.
- Market capitalisation, revenue and cash flow test: market capitalisation of at least HK$2 billion, revenue of at least HK$500 million, and positive aggregate cash flow from operations of at least HK$100 million over the three years.
- Market capitalisation and revenue test: market capitalisation of at least HK$4 billion and revenue of at least HK$500 million in the latest year.
Profitable Vietnamese technology companies may meet the profit test, but the 25 per cent minimum public float (lower for very large issuers) and 300-shareholder requirement need early planning.
Choosing Between the Standard, 18A and 18C Routes
A company with real revenue should compare the standard tests with Chapter 18C because the latter carries a lower profit burden but a much higher valuation threshold. A biotech with no product revenue has only Chapter 18A. A business eligible under none of these should delay its HKEX listing or choose another venue.
Chapter 18A: Pre-Revenue Biotech
Introduced in April 2018, Chapter 18A lets biotech companies list without meeting the profit, revenue or cash-flow tests. The price of an 18A HKEX listing is disclosure and investor protection: listed names carry a “B” marker on the stock name so that investors see the higher risk. The conditions below are summarised from HKEX public materials; confirm the current wording of Chapter 18A and any 2025 or 2026 amendments with your sponsor.
Core Product and Sophisticated Investor Requirements
A Chapter 18A applicant must show that it is a biotech company with at least one Core Product that has passed the preclinical stage and obtained the regulatory clearance needed to start clinical trials, with a recognised regulator for the relevant category. It must show that it has been engaged in R&D for the Core Product for at least 12 months, and that the Core Product is registered with a regulator the exchange accepts.
At least one sophisticated third-party investor must have made a meaningful investment in the issuer at least six months before the listing (verify the exact holding period and amount).
Market Capitalisation, Working Capital and Continuity
The expected market capitalisation at listing must be at least HK$1.5 billion. The issuer must have sufficient working capital for at least 12 months after listing, with a buffer above the present requirement that HKEX has described publicly (verify the percentage). Management continuity over the preceding two years and ownership continuity for the latest financial year are also expected.
A Vietnamese biotech planning an HKEX listing often lacks a regulator approval recognised by HKEX; in practice, this means an investigational filing with the US FDA, China’s NMPA or the EMA, not only a Vietnamese Ministry of Health approval.
Chapter 18C: Specialist Technology
Chapter 18C took effect on 31 January 2023 for companies that use specialist technology in broad sectors: next-generation information technology, advanced hardware and software, advanced materials, new energy and environmental protection, and new food and agriculture technologies. Listed names carry a “C” marker. Chapter 18C is the HKEX listing route for Vietnamese semiconductor, robotics, battery or AI-infrastructure companies.
Commercialised and Pre-Commercial Companies
Chapter 18C distinguishes between commercialised and pre-commercial applicants. As publicly described by HKEX, a commercialised company needs a market capitalisation of at least HK$8 billion and revenue of at least HK$250 million, while a pre-commercial company needs a market capitalisation of at least HK$15 billion. Verify both figures against the current rule text, as HKEX has consulted on adjusting its regime.
R&D Intensity, Track Record and Third-Party Investment
The applicant must show a meaningful proportion of operating spending on research and development, a track record of R&D with a qualified team, third-party investment from sophisticated investors, and a proprietary technology that gives it a competitive edge, supported by intellectual property. The sponsor will test intensively whether the technology is truly specialist. For most Vietnamese companies, an HKEX listing under Chapter 18C is therefore a long-term target rather than a next-year project.
Weighted Voting Rights and Dual-Class Shares
Founders often ask whether they can keep control after an HKEX listing. Chapter 8A of the Listing Rules allows weighted voting rights for innovative companies, subject to conditions.
As publicly described by HKEX: the issuer must be an innovative company with a market capitalisation of at least HK$10 billion, or at least HK$1 billion with revenue of at least HK$1 billion; the beneficiaries must be directors who contribute to the company’s growth; and each weighted share may carry no more than ten votes, with non-weighted shares carrying at least 10 per cent of the votes.
Weighted voting rights lapse when the beneficiary leaves the board, dies, or transfers the shares, and the stock name carries a “W” marker. Vietnam adds a layer of complexity: a Vietnamese joint-stock company’s Law on Enterprises 2020 does not freely permit multiple voting classes, so weighted voting rights are typically implemented at the offshore holding company, under the law of a jurisdiction such as the Cayman Islands.
Sponsor, Cornerstone Investors and Dual Listing
An HKEX listing is a sponsor-driven process. The sponsor is both the project manager and a gatekeeper with legal responsibility to HKEX and the SFC.
The Role of the Sponsor
Every applicant must appoint at least one sponsor licensed by the SFC for Type 6 regulated activity. The sponsor conducts due diligence, advises on structure, files the application, and must provide a declaration to HKEX that it has satisfied itself on suitability. The exchange expects sponsors to be appointed well before filing (HKEX publicly requires an early appointment period; verify the number of months). A sponsor with no Vietnam or sector experience can cost months on an HKEX listing.
Cornerstone Investors in a Hong Kong IPO
Cornerstone investors commit to subscribe for a fixed number of shares at the offer price before the book opens, and agree to a lock-up of generally six months after listing. In recent Hong Kong IPO deals, especially biotech and technology, cornerstone investors often account for a major share of the deal, giving the book credibility and early momentum. HKEX guidance requires that cornerstone investors be independent and that the arrangement be disclosed in the prospectus.
For Vietnamese issuers, regional strategic investors and family offices that already know the business can be effective anchors; Hong Kong long-only funds will ask harder questions about local regulation and currency.
A+H and Dual-Listing Considerations
“A+H” refers to companies listed on a mainland A-share market and in Hong Kong, so it does not directly apply to Vietnam. The analogue is dual listing alongside HOSE or HNX. A company that wants both must satisfy each exchange, obtain approval from the State Securities Commission where Vietnamese rules require it, and reconcile accounting standards, since Hong Kong accepts HKFRS, IFRS or, subject to approval, certain other standards, while Vietnamese listed companies use VAS.
HKEX has also assessed home-market regulation for overseas applicants through its joint policy statement on shareholder protection standards. Verify whether HKEX has issued Vietnam-specific guidance first.
Offshore Holdco and Vietnamese Outbound Approvals
Most Vietnamese companies cannot list their domestic joint-stock entity in Hong Kong directly. The practical route to an HKEX listing is an offshore holding company in a jurisdiction that HKEX accepts, such as the Cayman Islands, Bermuda, or a jurisdiction with equivalent shareholder protection, which then owns the Vietnamese operating company.
Designing the Offshore Holdco
The structure usually sits on three layers: the listed Cayman holdco, an intermediate holding company in Singapore or Hong Kong that benefits from treaty networks, and the Vietnamese operating subsidiary. In sectors where foreign ownership is capped or conditional under Vietnam’s Law on Investment and its schedule of market-access conditions, the foreign-held structure may need a contractual or other arrangement, and HKEX will scrutinise any structure that resembles a variable interest entity.
A restructuring before the HKEX listing also triggers Vietnamese tax on the transfer of shares or capital, so the sequence of steps and the valuation basis matter.
Vietnamese Outbound Investment Approvals
Under the Law on Investment 2020 and Decree 31/2021/ND-CP, as amended, a Vietnamese entity that invests abroad generally needs an outbound investment registration certificate, and some projects also need an investment policy decision from the Prime Minister or the National Assembly; the foreign exchange rules of the State Bank of Vietnam govern the remittance of capital.
Individuals face particular difficulty holding offshore shares through direct outbound investment, so founders usually need advice on how their shareholding is lawfully held and whether it is changed before the HKEX listing. Several Vietnamese ministries have been reorganised since 2025, and the investment rules have been under review; confirm the current competent authority and procedure.
Hong Kong Tax and Stamp Duty
Hong Kong taxes profits on a territorial basis, which shapes any HKEX listing structure. The corporate profits tax rate is 16.5 per cent, with a two-tier rate of 8.25 per cent on the first HK$2 million of assessable profits for a qualifying entity. Hong Kong levies no capital gains tax, no value-added tax, and no withholding tax on dividends.
Stamp duty on the transfer of Hong Kong-listed shares is 0.1 per cent on each of the buyer and the seller, following the reduction that took effect in November 2023 (verify the current rate). Shares of a company on the Hong Kong branch register are generally subject to stamp duty; those on an overseas register may differ, so choose the registers with tax counsel.
The Vietnamese side of an HKEX listing matters at least as much. Dividends received by a Vietnamese corporate shareholder from the offshore holdco, and gains on disposal, are subject to Vietnamese corporate income tax with foreign tax credit relief, and the Vietnam-Hong Kong double tax agreement may reduce withholding. Tax structuring should be done together with the transaction structure, not after it.
Timeline, Cost and Comparison with SGX and the US
A realistic HKEX listing timeline runs 12 to 24 months from the decision to list to first trading, divided into preparation (restructuring, audit under HKFRS or IFRS, and sponsor due diligence), the vetting period after the A1 filing (often six to nine months with comment rounds from the Listing Division), and the offering itself (hearing, prospectus, roadshow, pricing). Applications lapse after six months. HKEX has also introduced confidential filing for certain applicants; verify eligibility.
Costs combine fixed items (HKEX initial listing fee, sponsor, counsel, reporting accountant, industry consultant, printing) and variable items (underwriting commission and levies). For an HKEX listing, budget professional costs that typically run into several million US dollars, with commission as a percentage of proceeds; these are market ranges only and must be quoted by advisers.
Comparison: Hong Kong, Singapore and the US
| Factor | HKEX Main Board | SGX Mainboard | Nasdaq / NYSE |
|---|---|---|---|
| Pre-revenue route | Chapter 18A biotech; Chapter 18C specialist tech | Market-cap-based tests; no dedicated biotech chapter | Nasdaq equity and market-value standards allow loss-making issuers |
| Typical minimum size | HK$1.5 billion (18A) to HK$15 billion (18C pre-commercial) | Lower thresholds (about S$150 million market cap under the market-cap tests; verify) | Lower entry thresholds but heavy compliance |
| Investor base | Asia institutions, Chinese and global funds, cornerstone-driven | Regional and Singapore investors; thinner liquidity | Deepest global liquidity and analyst coverage |
| Dual-class shares | Allowed under Chapter 8A | Allowed with conditions | Generally accepted |
| Regulatory burden | Sponsor liability, SFC and HKEX review | Sponsor and SGX review | SEC registration, PCAOB audit, Sarbanes-Oxley |
| Typical fit for Vietnamese issuers | Biotech and specialist tech with Asian investor appeal | Smaller issuers or regional strategy | Large, fast-growing issuers, often through a Singapore holdco |
For comparison, Singapore offers a more familiar legal environment for Vietnamese groups and lower thresholds but thinner liquidity. The US offers the deepest capital pool but exposes the issuer to litigation risk and strict reporting; VinFast’s 2023 Nasdaq listing, through a Singapore-incorporated holding company, shows the structure but not the typical case. For a mid-sized deep-tech issuer, an HKEX listing is often the best balance when its sector is within 18A or 18C.
The capital-markets team at IVLF can map these routes in our capital markets practice, and share swaps or holdco reorganisations typically involve our M&A practice.
Considering an HKEX listing? IVLF Advisors LLC offers a confidential preliminary consultation on HKEX listing eligibility under the standard tests, Chapter 18A or Chapter 18C, the right offshore structure and the Vietnamese approvals. Contact our team through this website to arrange it.
Frequently Asked Questions
Can a Vietnamese company pursue a direct HKEX listing?
Rarely. Most HKEX listing candidates use an offshore holding company in an HKEX-accepted jurisdiction, such as the Cayman Islands, which owns the Vietnamese operating company. Direct listing needs HKEX acceptance of Vietnamese shareholder protections.
Does Chapter 18A require revenue?
No. Chapter 18A is for pre-revenue biotech, but the issuer needs a Core Product past preclinical stage, sophisticated investors, and at least HK$1.5 billion expected market capitalisation. Verify current thresholds.
What does Chapter 18C cover?
Specialist technology in five broad sectors, such as advanced hardware and software and new energy, with high valuation, R&D intensity and sophisticated-investor requirements, split between commercialised and pre-commercial companies.
Can founders keep control with weighted voting rights?
Yes, for qualifying innovative companies under Chapter 8A, with a maximum ten votes per weighted share, a minimum market capitalisation, and sunset provisions. Structure it at the offshore holdco level.
Do Vietnamese outbound investment approvals apply?
Often yes. For an HKEX listing, a Vietnamese entity investing in an offshore holdco generally needs outbound registration and foreign-exchange compliance under the Law on Investment 2020 and Decree 31/2021/ND-CP, as amended. Confirm the current authority.
An HKEX listing rewards companies that start early. The best next step is a short written gap analysis that tests your business against the standard tests, Chapter 18A and Chapter 18C, and lists the Vietnamese approvals and holdco steps; consult the official HKEX Rulebook and HKEX website alongside it.
Disclaimer: This article provides general information only and is not legal, tax, financial or investment advice. Thresholds and procedures described are based on publicly available HKEX materials and Vietnamese law as understood at the time of writing, may have changed, and must be verified before reliance. Seek advice on your specific circumstances.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
