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After four years, the senior alumnus of Nanjing University has rung the bell again.

融资中国2026-09-21 15:24
Three years after the ban was lifted, the first "A+H" listing under Chapter 18C has been unveiled.

On September 21, Transwarp Technology (6727.HK), an AI infrastructure software company that has been listed on the Sci-Tech Innovation Board for exactly four years, rang the listing bell for the second time. Its opening price on the first trading day was HKD 49 per share, with a total market capitalization of HKD 6.6 billion.

Apart from its performance in the secondary market, Transwarp Technology has a more noteworthy identity tag than its stock price: it is the first A-share company to complete A+H dual listing under Chapter 18C of the Hong Kong Stock Exchange's Listing Rules for Specialised Technology Companies since the rule was implemented.

Coincidentally, the day before Transwarp Technology set its offering price, the "First Five-Year Plan for Economic and Social Development of the Hong Kong Special Administrative Region (2026-2030)" was released by John Lee Ka-chiu, Chief Executive of the Hong Kong Special Administrative Region Government, which explicitly mentioned that the market capitalization threshold under Chapter 18C would be reviewed.

Will Transwarp Technology be the last case of this kind, or a sample for other unprofitable A-share enterprises that plan to launch IPO in Hong Kong? Only this company can give the answer.

The Senior Alumni from Nanjing University Goes for Another IPO

Four years later, Sun Yuanhao, head of Transwarp Technology, rang the listing bell again.

Back in 2003, "Second Life", the earliest 3D virtual world game on the internet, was launched, drawing millions of users to explore the virtual space. Sun Yuanhao, a computer science student at Nanjing University who was about to graduate at that time, became one of the players. Different from ordinary players who were addicted to socializing and trading in the virtual world, he was more interested in the distributed system behind the construction of this virtual world. Distributed system is exactly the strength of the Department of Computer Science of Nanjing University. Sun Yuanhao systematically studied this discipline during his undergraduate and postgraduate years, which sowed a seed for his future entrepreneurship.

After graduation, Sun Yuanhao joined Intel and worked on basic big data software, applying the idea of distributed systems to the data field for many years. In 2013, Sun Yuanhao left Intel and founded Transwarp Technology, turning his long-term interest into a lifelong career. "We want to build a distributed data management platform that connects thousands of computers with software to form a supercomputer capable of large-scale computing." His judgment at that time was that distributed technology would gradually replace centralized software in the next two decades. Ten years later, the original seed can still be seen in all products of Transwarp Technology that he founded. The distributed gene is rooted in every product line of the company, and Transwarp Technology has gained a firm foothold in the niche field of basic big data software relying on this technological accumulation.

On October 18, 2022, Transwarp Technology landed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange with the title of "the first domestic basic big data software stock". Four years later, this senior alumni from Nanjing University stood at the starting point of IPO again, with the destination changed to Hong Kong this time.

Although the public knows little about this enterprise, the rankings given by industry research institutions can verify the market position of Transwarp Technology to some extent. According to "China Big Data Platform Market Share (2023)" released by IDC, the scale of China's big data market had reached RMB 179.3 billion by the end of 2023, representing a year-on-year increase of 24.6%. The private deployment segment accounted for RMB 107.1 billion, taking up three fifths of the whole market. Transwarp Technology has ranked first in private deployment share of this niche market among independent software vendors for four consecutive years. Lu Yanxia, Research Director of IDC China, said in the report interpretation: "Transwarp Technology is one of the few enterprises that focus on basic software and keep moving forward steadily". Its experience accumulated in the fields of finance, government affairs, energy, communication, transportation and manufacturing over the years has helped it form stable and reliable product strength.

In addition, in the IDC report "China Artificial Intelligence Software Market Share (2023): Large Models Bring New Opportunities", Transwarp Technology ranked fifth in the market share of China's machine learning platform. In 2024, the company was rated as the leader of China's integrated big data platform for digital government and the leader of China's real-time lakehouse market. Frost & Sullivan previously released a data in Transwarp Technology's prospectus: the compound annual growth rate of China's big data software market from 2019 to 2024 is 27.5%, and the market scale will reach RMB 492 billion in 2024.

However, a high ranking in the industry does not mean good financial performance of the company. The prospectus disclosed that the revenue in 2023, 2024 and 2025 was RMB 491 million, RMB 371 million and RMB 447 million respectively; the corresponding losses during the period were RMB 289 million, RMB 344 million and RMB 245 million respectively. Adding the loss of RMB 272 million in 2022, the accumulated loss over four years exceeded RMB 1.1 billion. The revenue in the first quarter of 2026 was RMB 81.25 million, a year-on-year increase of 26%, with a net loss of RMB 55.99 million. The gross profit margin is also declining, from 51.8% in 2022 to 36.5% in the first quarter of 2025. The gross profit of the company is not enough to cover the three expenses of R&D, sales and management. Another signal that cannot be ignored is accounts receivable. From the end of 2022 to the end of 2024, the proportion of the company's trade receivables and bills receivable in revenue was 70.87%, 84.36% and 103.67% respectively, which means that more than 70% of the income in the past three years was obtained in the form of "credit on paper", and the cash flow from operating activities continued to have net outflow.

In this Hong Kong stock IPO, the company has obtained Electronic Channel under Inspur Information and Luoyang Science and Innovation Investment under the State-owned Assets Supervision and Administration Commission of Luoyang City as cornerstone investors. The two have subscribed for a total of about USD 9.41 million (equivalent to HKD 73.82 million), and the only sponsor is Haitong International.

An enterprise that ranks high in the industry but has long been in a loss state with high receivables, choosing to carry out secondary listing at this time means that the enterprise has actual demand for financing channels in the overseas capital market.

Why Is Transwarp Technology the First Chapter 18C A+H Share Company?

"The first Chapter 18C A+H share company" is the most notable label of Transwarp Technology. Before explaining why Transwarp Technology is "the first to eat crabs", it is necessary to understand what "Chapter 18C" is.

The Hong Kong Stock Exchange has been brewing the rules of Chapter 18C for quite a long time.

In October 2022, the Hong Kong Stock Exchange released the consultation draft of new listing regulations for special technology companies. After five months, it issued the consultation opinion paper in March 2023, and the new regulations came into force in the same month, with relevant content added to the Main Board Listing Rules. This set of rules targets "specialised technology companies" that have not met the conventional listing conditions of the Main Board but have high technical barriers, covering five acceptable fields: new generation information technology such as cloud computing and artificial intelligence; high-end equipment manufacturing in the second-generation high-tech industry, such as robot automation, semiconductor industry, advanced communication transmission technology and aerospace industry; synthetic biological materials and new inorganic materials in the new material industry; new energy and energy conservation and consumption reduction industry; and emerging food industry and agricultural science and technology innovation industry.

The rules divide applicants into "commercialized companies" and "non-commercialized companies". The threshold for the former is a revenue of at least HKD 250 million in the latest audited fiscal year, while the threshold for the latter is higher, and requirements such as the proportion of R&D expenditure need to be met.

The market capitalization threshold is also gradually loosening. Since September 2024, the minimum expected market capitalization of commercialized companies has been reduced from HKD 6 billion to HKD 4 billion, and that of non-commercialized companies has been reduced from HKD 10 billion to HKD 8 billion. This adjustment is applicable from September 1, 2024 to August 31, 2027. Since January 2026, the public shareholding rules have been further optimized. General issuers can choose the alternative threshold of "10% shareholding plus HKD 1 billion market value of tradable shares". A-share companies with a market value of more than HKD 100 billion only need to go through one round of inquiry when applying for H shares. Specialised technology enterprises can also take the "technology fast track", with the review cycle shortened from 6 months to 3 months, and support confidential submission of listing applications.

At present, there are three special chapters on the Main Board of the Hong Kong Stock Exchange: Chapter 18A is the channel for unprofitable biotech companies; Chapter 18B is for SPAC (Special Purpose Acquisition Company); and Chapter 18C is for large-scale unprofitable professional technology companies like Transwarp Technology.

So far, many enterprises have been successfully listed on the Hong Kong Stock Exchange, such as XtalPi Inc-P, Black Sesame Technologies, UBTECH Robotics, WeRide, Deep Intelligence Technology, Cloudminds, and Changan Intelligent Driving. Before that, more than 500 enterprises were queuing up outside the Hong Kong Stock Exchange, among which the queue of embodied intelligent companies was very eye-catching.

Obviously, Transwarp Technology is not the first enterprise listed on the Hong Kong stock market using Chapter 18C, but it is indeed the first Chapter 18C A+H enterprise in the real sense.

A+H, Queuing for IPO

Transwarp Technology, which successfully completed its Hong Kong stock listing, is right at the peak of the A+H boom, and also at the window period when policies are about to be adjusted.

The policy turning point came in October 2024, when the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange jointly announced the optimization of the approval process for new share listing applications, setting up a fast track for A-share companies to "list on A-share market first and then H-share market", shortening the review cycle from 100 days to 40 days. Qualified A-share companies with a market value of more than HKD 100 billion can complete one round of review within 30 working days, and the upper limit of H share issuance ratio has been reduced from 15% to 10%, reducing the dilution pressure on A-share prices.

Under the policy dividend, the digital growth is very intuitive. According to Ryan Data, since the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange jointly announced the optimization of the approval process timetable for new share listing applications (including accelerating the approval process for qualified A-share companies) in October 2024, a number of A-share companies have emerged on the Hong Kong Stock Exchange to list in Hong Kong. Only 3 A-share companies completed Hong Kong stock listing in 2024, the number increased to 19 in 2025, and reached 24 in the first half of 2026. According to incomplete statistics, more than 100 other A-share listed companies are queuing up on the Hong Kong Stock Exchange, including leading companies with a market value of hundreds of billions of yuan such as Shenzhen Fastprint Circuit Tech, TFC, and Shanghai Wanye Enterprises.

It is worth noting that the day before Transwarp Technology set its offering price, September 16, John Lee Ka-chiu announced the "First Five-Year Plan for Economic and Social Development of the Hong Kong Special Administrative Region (2026-2030)" and his last policy address during his term at the Legislative Council of the Hong Kong Special Administrative Region, explicitly proposing to strengthen the competitiveness of Hong Kong's listing system, support leading mainland and overseas industry enterprises and high-quality emerging industry enterprises to list in Hong Kong, and deepen the docking and cooperation between the Hong Kong Stock Exchange and the Shenzhen Qianhai Equity Exchange.

John Lee Ka-chiu specifically mentioned in the document that the SFC and the Hong Kong Stock Exchange will launch the second phase of consultation on enhancing the competitiveness of the listing mechanism in the third quarter of this year, and optimize the regulations on notifiable transactions, connected transactions and spin-off listing. The Hong Kong Stock Exchange will launch a consultation on revising the listing system for specialised technology companies (Chapter 18C) in the first half of next year, including reviewing the market capitalization threshold. Therefore, before the official formal proposal to reassess this set of rules, Transwarp Technology has already achieved the A+H breakthrough.

However, there are also hidden worries behind the market boom. Some analysts pointed out that new Hong Kong stock listings have been active and the total fundraising amount is high since this year, but the market's enthusiasm and expectations for newly listed companies have also changed, which is one of the important backgrounds for the Hong Kong Stock Exchange to consider raising the approval threshold of Chapter 18C.

In contrast, Transwarp Technology set its offering price at HKD 49, which is more than 50% lower than the opening price of RMB 111.98 on the A-share market on September 21, and the discount rate even reaches 59% to 67% compared with the target price of RMB 128.20 given by GF Securities. The discount range is significantly larger than that of industry leaders that have completed A+H dual listing in the same period.

Whether this price list will be referenced by more A-share companies in the queue largely depends on the secondary market trend of Transwarp Technology after listing, whether it maintains discounted trading or gradually moves closer to the A-share pricing. And this answer will likely be partially given before the Hong Kong Stock Exchange re-examines the Chapter 18C rules next year.

This article is from WeChat official account "Rongzhong Finance" (ID: thecapital), author: Feng Xiaoting, published with authorization from 36Kr.