On the afternoon of February 25, 2025, Hong Kong Trust Global Financial Forum – Hong Kong & US Listing Networking Session (Shenzhen) concluded successfully in Futian Shangri-La, Shenzhen. Sponsored by Hong Kong Fiduciary Association Limited (HKFA), this event was co-organised by Hong Kong Trust Capital Management Limited, AllBright Law Offices, Ernst & Young, Rainbow Capital (HK) Limited, Hong Kong Enterprise Association Limited, and Inheritance Asset Management Limited.

As the second tour of Hong Kong Trust Global Financial Forum Series, the event continued to echo the theme, focusing on the impact of the “New Nine Guidelines”issued by China’s State Council on mainland enterprises’IPOs and international expansion. It delved into cutting-edge trends in overseas IPOs, key considerations for establishing overseas structures, and strategies for compliance and security. 

In addition, the forum gathered many industry leaders and elites, with more than 100 professionals in the financial, tax and corporate sectors, in which participants further discussed the new opportunities of listing and financing in Hong Kong and the US, sharing the latest views and practical experience, and providing valuable ideas and solutions for the growth of Chinese mainland enterprises venturing abroad.

Meanwhile, the forum also focused on the important role of Offshore Trust in cross-border financing for enterprises, especially in the strategy of safe landing for wealth. Through setting up Offshore Trust, enterprises can achieve asset isolation and protection, tax optimisation, which ensures the orderly inheritance of wealth through flexible Trust structures.

1. Gathering of Big Names in the Forum for In-depth Analysis of the Lasted Market Trends

In the guest sharing session, Lawyer Han Meiyun, Senior Partner of AllBright Law Offices, firstly appeared on the stage to share with the guests on the topic of Hong Kong’s IPO Boom and A+H Shares Model.

With her profound legal background and extensive experience in the capital market, Lawyer Han Meiyun analysed the dynamic trends of the A-share and Hong Kong stock markets with practical cases. Moreover, she explained the key role of the A+H Shares Model in cross-border financing of enterprises. Combining with the current actual situation, Lawyer Han Meiyun proposed the capital market development model of “H first and then A”, which provides new Internationalisation strategies for enterprises. It also brought valuable insights and inspirations to the guests, helping enterprises advance their ideas and make precise design in overseas financing.

Afterwards, Mr. Zhang Linghui, Audit Services Partner of Ernst & Young, Shenzhen, shared with the guests the audit differences between A-shares and Hong Kong shares. With his professional insight, Mr. Zhang deeply analysed the key differences between A-share and Hong Kong shares in terms of auditing process, standards and policies. Furthermore, he combined with the characteristics of other major capital markets such as the US stock market, and  sharing valuable information to the guests, which enabling them to have a clearer and more comprehensive understanding of the listing rules of A-shares, Hong Kong stocks and the US stocks. All these provided important references to the enterprises in their cross-border financing and listing.

After that, Mr. Danny Leung, Managing Director of Rainbow Capital (HK) Limited, shared his views on the key preparatory and planning for listing on the Hong Kong Stock Exchange (HKEX) and NASDAQ. Besides, he introduced the listing thresholds, the market environment and unique advantages of the Stock Exchange of Hong Kong Limited (SEHK) and NASDAQ respectively. Through comparing the listing costs and development prospects of the two jurisdictions,he made a clear timeline for listing on HKEX for the guests, covering the whole process from IPO preparation to listing, which designed to help enterprises navigate the listing process.

The last sharing was brought Mr. Melvin Mui, COO of Hong Kong Trust Capital Management Limited (HKTCM). With his profound attainments and professional knowledge in the field of finance, Mr. Mui delved into the key role of Trust structure in the listing process of enterprises. On top of that, he elaborated on how the Trust structure can help enterprises optimise their equity allocation while effectively safeguarding shareholders’ rights and interests during the listing process, as well as how to achieve sound wealth appreciation and orderly inheritance of family wealth.

Mr. Mui noted that Family Trust, as a powerful tool for wealth management, can be particularly well suited for high-net-worth individuals (HNWIs), which plays an effective role in wealth planning and security protection. Prior to IPO, one of the most important functions of Family Trust is its segregation of Trust assets in the establishment of Offshore Trust structure. Through a Trust structure, business owners can separate their personal assets from business assets, so as to shield personal wealth from business risks. His insights were both practical and though-provoking, which aroused much echo among guests.

2. Interactive Exchanges, Professional FAQ Received Positive Feedback

The wonderful presentations by the four speakers were met with enthusiastic applause from the audience. This was followed by an FAQ session featuring Lawyer Han Meiyun, Senior Partner of AllBright Law Offices, Mr. Zhang Linghui, Audit Services Partner of Ernst & Young, Shenzhen, Mr. Danny Leung, Managing Director of Rainbow Capital (HK) Limited, and Mr. Melvin Mui, COO of HKTCM. The panel engaged in vibrant interactions and exchange with the attendees.

Some of the questions about the exchange session are as follows:

1. What kind of circumstances will be met by a domestic enterprise to be recognised as an indirect overseas offering and listing?

A: According to Han Meiyun, senior partner of AllBright Law Offices, according to the new filing regulations on overseas listings, the issuer shall be recognised as a domestic enterprise for the purpose of indirect overseas issuance and listing. In accordance with the relevant circumstances, and the regulator will generally consider the proportion of the enterprise’s financial indicators, business activities and the identity of the senior management, etc. However, in actual operation, the new regulations follow the principle of “Substance Over Form Principle”, i.e. in determining whether an issuance is an indirect offshore offering, the total assets, net assets, operating income, percentage of total profit, identity of executives and business operation of the enterprise should be taken into account, rather than just the formal place of incorporation or holding structure.

2. What financial preparations does a company need to make before listing overseas?

A: Mr. Zhang Linghui, Audit Services Partner of Ernst & Young, Shenzhen, noted that listing marks an important milestone in the expansion of an enterprise. Prior listing, the key financial considerations includes the completeness of financial documents, business processes internal control and other aspects. Besides, overseas listed companies are required to prepare and file their  financial statements under International Financial Reporting Standards (IFRS) or United States Generally Accepted Accounting Principles (US GAAP).

3. How do companies decide whether to list in Hong Kong or NASDAQ?

A: Mr. Danny Leung, Managing Director of Rainbow Capital (HK) Limited, said that whether to list in Hong Kong or the U.S. should be considered into the listing thresholds and processes, the integration of the listing team, the investor structure, the market size and liquidity, and the subsequent development after listing, etc. Enterprises can choose to list in Hong Kong or NASDAQ based on  their own industrial characteristics , financial conditions, strategic objectives, and their ability to respond to the regulatory environment.

4. Are there any differences between a Trust established by listing and a Family Trust?

A: Mr. Melvin Mui, COO of HKTCM added that Family Trust is mainly used for  protection, inheritance and management of family wealth. As a core tool for wealth planning, Family Trust possesses its main functions in terms of risk isolation and wealth inheritance. In contrast, the establishment of Trusts by listed companies focuses more on optimising the corporate governance structure, relieving the worries of major shareholders, and assisting them in establishing the structures of Trusts, particularly in equity management and risk isolation. When choosing to set up a Trust, corporate shareholders should define the Trust functions and purposes according to their own needs and objectives, so as to maximize effect of wealth management and corporate governance.

Heavyweight Preview, Forum Series Will Soon Make Their Debut in Shanghai

The conference is the second tour of Hong Kong Trust Global Financial Forum Series. With the strong support of our partners and guests, the event was a great success.

As a vital bridge linking between high-net-worth clients and top-tier financial service providers, Hong Kong Fiduciary Association Limited will continue to work together with our professional partners to create more high-quality conference platforms, promoting in-depth exchanges and collaboration between the Chinese mainland enterprises venturing abroad and premier overseas listing service providers. Furthermore, the Association will give full play to the important role of Offshore Trust in the safe landing of wealth and support the sound development of enterprises.

On March 7, please stay tuned for the third tour of Hong Kong Trust Global Financial Forum Series – Hong Kong & US Listing Networking Session in Shanghai. This event will bring cutting-edge information on overseas listings and wealth protection to friends in Shanghai. As registration is now open, please feel free to contact us for any inquiry!