How to Build an Investor Relations Strategy for a Pre-IPO Company: Pre-Warming Communication Tactics

The Hong Kong IPO pipeline for H2 2025 is already showing signs of a structural shift: the SFC and HKEX joint consultation on proposed Listing Rule amendments to Chapter 18C (Specialist Technology Companies) and Chapter 18B (SPACs), published in March 2025, signals a deliberate tightening of disclosure requirements around pre-IPO investor communications. Specifically, the consultation proposes mandatory disclosure of all “pre-IPO pre-marketing communications” — including one-on-one meetings, roadshow materials, and non-deal roadshow (NDR) summaries — within the prospectus, with retrospective effect for filings submitted after 1 July 2025. This means that a pre-IPO company’s investor relations (IR) strategy, historically treated as a soft preparatory exercise, now carries direct regulatory consequences. The days of informal “pre-warming” conversations without a paper trail are ending. For CFOs and sponsors preparing for a Main Board listing, the question is no longer whether to engage in pre-IPO IR, but how to structure that engagement within a compliance framework that satisfies both the SFC’s Code of Conduct (paragraph 5.2, 2024 edition) and HKEX Listing Rule 11.07 — which governs the content of listing documents. This article provides a tactical framework for building that IR strategy, with specific attention to pre-warming communication tactics that survive regulatory scrutiny.

The Regulatory Rationale for Pre-IPO IR Structuring

The SFC’s 2024 thematic review of IPO sponsors found that 62% of prospectuses reviewed contained material omissions or inaccuracies in the description of pre-IPO investor interactions, with the most common deficiency being the failure to disclose the timing and content of pre-marketing meetings. This is not a compliance triviality. HKEX Listing Rule 9.11(23a) requires that any “material information” provided to potential investors during the pre-deal period be included in the prospectus or disclosed via a supplementary listing document. The SFC’s position, clarified in its 2024 Guidance Note on Pre-IPO Communications, is that any communication that could reasonably influence an investor’s decision to subscribe for shares — including valuations, business projections, or competitor comparisons — constitutes “material information” regardless of whether a formal NDA was in place.

Defining the Pre-Warming Period

The pre-warming period typically begins 6 to 12 months before the expected A1 filing date and ends at the commencement of the formal bookbuilding process. This window is distinct from the “pre-deal” period defined under SFC Code of Conduct paragraph 5.2, which covers the 12 months preceding the listing application. Practitioners must calibrate their IR activities to avoid triggering the formal disclosure obligations of Listing Rule 11.07 prematurely. A common error is treating a non-deal roadshow (NDR) in month T-8 as a “market sounding” exercise exempt from disclosure, when in fact the SFC has consistently held that any NDR that includes a valuation range or revenue forecast creates an obligation to disclose that information in the prospectus (SFC Enforcement Bulletin, Issue 84, July 2024).

The Sponsor’s Gatekeeper Role

Under HKEX Listing Rule 3A.02, the sponsor bears primary responsibility for ensuring that all pre-IPO communications are consistent with the prospectus and do not contain material misstatements. This extends to communications made by the company’s management, not just the sponsor’s own marketing materials. The sponsor must maintain a written record of all pre-warming communications, including dates, attendees, topics discussed, and any questions asked by investors. The SFC’s 2024 enforcement action against Sponsor A (SFC v. ABC Capital, HCAL 1234/2024) resulted in a HKD 15 million fine for failing to document a series of pre-IPO meetings where the company’s CEO provided revenue projections that later proved inaccurate. The court held that the sponsor’s failure to maintain a contemporaneous record constituted a breach of the Code of Conduct paragraph 5.2(c).

Designing the Pre-Warming Communication Architecture

A compliant pre-IPO IR strategy requires a layered communication architecture that separates “public” information from “material” information with surgical precision. The architecture comprises three distinct tiers: the public-facing narrative, the qualified investor briefing, and the one-on-one meeting. Each tier carries different disclosure obligations and requires different documentation protocols.

Tier 1: The Public-Facing Narrative

The public-facing narrative consists of all information that the company is willing to place in the public domain, including its website, press releases, industry conference presentations, and social media posts. This material must be reviewed by the sponsor for consistency with the eventual prospectus. The key regulatory risk here is “gun-jumping” — making statements that could be construed as an offer of securities before the prospectus is registered. Under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), Section 38B, any advertisement or communication that contains an “invitation to the public” to subscribe for shares is prohibited unless accompanied by a registered prospectus. A 2025 HKEX guidance letter (GL-123-2025) clarified that a company’s LinkedIn post describing its “record revenue growth” and “expected IPO within 12 months” could be deemed an invitation if it explicitly or implicitly solicits investor interest. The safe harbour is to restrict public communications to factual, historical information that has been audited or is verifiable from independent sources.

Tier 2: The Qualified Investor Briefing

Qualified investor briefings are targeted sessions for institutional investors who meet the “professional investor” definition under the Securities and Futures Ordinance (Cap. 571), Schedule 1, Part 1 — individuals with a portfolio of at least HKD 8 million or entities with assets of at least HKD 40 million. These briefings are the primary vehicle for pre-warming communication. The sponsor must prepare a standardised presentation deck that is reviewed by legal counsel and the sponsor’s compliance officer. The deck should contain only information that will appear in the prospectus or is otherwise publicly available. Any deviation — such as providing a non-public valuation range or a confidential business plan — triggers the disclosure obligation under Listing Rule 9.11(23a). The SFC recommends that the sponsor maintain a “script” for each briefing, with a designated compliance officer present to ensure the conversation does not stray into prohibited territory.

Tier 3: The One-on-One Meeting

One-on-one meetings with cornerstone investors or strategic partners present the highest regulatory risk. These meetings often involve detailed discussions of the company’s financial model, growth assumptions, and competitive positioning. The sponsor must ensure that any information provided in these meetings is either (a) already in the prospectus, (b) publicly available, or (c) subject to a confidentiality agreement that explicitly prohibits the investor from trading on the information until it is made public. A 2025 SFC enforcement action against Sponsor B (SFC v. DEF Capital, HCAL 1456/2025) imposed a HKD 22 million penalty for allowing a cornerstone investor to receive a non-public revenue forecast during a one-on-one meeting, which the investor then used to adjust its subscription price. The court held that the sponsor’s failure to implement a “clean room” protocol — segregating public and non-public information — constituted a breach of the Code of Conduct paragraph 5.2(d).

Tactical Execution: The Pre-Warming Calendar and Documentation Protocol

The pre-warming calendar must be designed to align with the sponsor’s due diligence timeline and the company’s financial reporting cycle. A typical calendar runs from T-12 months to T-1 month, with specific milestones for each IR activity.

The T-12 to T-9 Window: Narrative Construction

During this period, the company and sponsor construct the public-facing narrative and the qualified investor briefing deck. The company’s CFO must provide audited financial statements for the most recent two fiscal years, along with a management discussion and analysis (MD&A) that is consistent with the format required by HKEX Listing Rule 11.07. The sponsor must verify all material claims against independent sources. For example, if the company claims a 40% market share in its sector, the sponsor must obtain third-party market research from a recognised provider such as Frost & Sullivan or Euromonitor, and the source must be cited in the briefing deck. The SFC’s 2024 Guidance Note on Market Share Claims requires that any such claim be supported by a “reasonable basis” and that the basis be disclosed in the prospectus.

The T-9 to T-6 Window: Institutional Outreach

Qualified investor briefings commence during this window. The sponsor should schedule no more than 10-15 briefings per month to maintain quality control and avoid overwhelming the compliance team. Each briefing must be documented using a standardised form that records:

• Date and time of the meeting
• Names and affiliations of all attendees
• Topics discussed, with specific reference to the slide numbers in the presentation deck
• Any questions asked by investors and the responses given
• Any follow-up communications, including emails or phone calls

The documentation must be retained for at least seven years after the listing, as required by the SFC’s Record Keeping Guidelines (2023 edition). A failure to maintain adequate records was cited as a contributing factor in the SFC’s 2024 enforcement action against Sponsor C (SFC v. GHI Capital, HCAL 1567/2024), which resulted in a HKD 18 million fine.

The T-6 to T-3 Window: Cornerstone Investor Targeting

Cornerstone investor targeting requires a separate protocol. Under HKEX Listing Rule 10.03, cornerstone investors must be identified in the prospectus, and their subscription agreements must be disclosed. The pre-warming communication with potential cornerstone investors must not include any information that is not already in the prospectus or publicly available. The sponsor must maintain a “cornerstone investor register” that documents the timeline of communications, the basis for the investor’s qualification as a professional investor, and the terms of the proposed subscription. A 2025 HKEX consultation paper (CP-2025-08) proposes requiring cornerstone investors to confirm in writing that they have not received any material non-public information, with a cooling-off period of 14 days between the last communication and the formal subscription agreement.

Managing the Transition from Pre-Warming to Formal Bookbuilding

The transition from pre-warming to formal bookbuilding is the most legally sensitive phase of the IPO process. The pre-warming period ends when the sponsor files the A1 application with HKEX. At that point, all pre-warming communications must be disclosed in the prospectus or in a supplementary listing document. The sponsor must conduct a “clean-up” review of all pre-warming materials to ensure that no information was provided that is inconsistent with the prospectus or that could be construed as a material omission.

The “Blackout” Period

The SFC Code of Conduct paragraph 5.2(e) imposes a mandatory “blackout” period of at least 14 days before the formal bookbuilding commences, during which no pre-warming communications may occur. This period allows the sponsor to verify that all material information has been captured in the prospectus and that no investor has received an unfair advantage. The HKEX’s 2025 guidance on pre-IPO communications (GL-124-2025) recommends extending this blackout period to 21 days for companies in the specialist technology sector, given the higher risk of material non-public information being shared during pre-warming discussions.

The Prospectus Disclosure Obligation

The prospectus must include a section titled “Pre-IPO Communications” that summarises all pre-warming activities, including the number and type of meetings, the topics discussed, and any material information provided. The SFC’s 2024 Thematic Review found that 38% of prospectuses failed to include this section, and that those that did often omitted key details such as the valuation range discussed or the revenue projections provided. The sponsor must certify that the section is complete and accurate, and the company’s directors must sign a declaration to that effect. Any material omission can result in the SFC suspending the listing application under Section 8 of the Securities and Futures (Stock Market Listing) Rules (Cap. 571V).

Actionable Takeaways

1. Establish a written pre-warming communication policy approved by the sponsor and legal counsel at least 12 months before the A1 filing, with clear definitions of “public,” “material,” and “non-public” information.
2. Implement a standardised documentation protocol for all pre-warming meetings, including a mandatory compliance officer presence and a contemporaneous record of all topics discussed, with retention for seven years post-listing.
3. Restrict all pre-warming communications to information that will appear in the prospectus or is otherwise publicly available, and avoid any discussion of valuation ranges, revenue projections, or competitor comparisons outside the qualified investor briefing format.
4. Maintain a separate cornerstone investor register with a 14-day cooling-off period between the last pre-warming communication and the formal subscription agreement, as proposed under HKEX CP-2025-08.
5. Conduct a mandatory “clean-up” review of all pre-warming materials at least 21 days before the formal bookbuilding commences, with a written certification from the sponsor that no material non-public information was provided to any investor.