The Value Relevance of Human Capital, Corporate Governance and Intangible Assets in Growth Enterprises: Evidence From Hong Kong
The Value Relevance of Human Capital, Corporate Governance and Intangible Assets in Growth Enterprises: Evidence From Hong Kong
The Value Relevance of Human Capital, Corporate Governance and Intangible Assets in Growth Enterprises: Evidence From Hong Kong
Artie W. Ng
School of Professional & Executive Development
Public Policy Research Institute
The Hong Kong Polytechnic University
Hung Hom, Hong Kong
E-mail: spartie@speed-polyu.edu.hk
1 Introduction
Emerging enterprises that seek growth through leveraging on intellectual property and
technological innovation are found to depend on certain intangible factors. In studying
the sources of business opportunities that are exploited by entrepreneurs, Drucker (1985)
pointed out that knowledge-based innovation was the ‘superstar’ of entrepreneurship.
Such innovation was driven by technical applications, scientific initiatives and social
developments, but also involved challenges under certain time spans and complexity with
the convergence of new technologies. This sort of entrepreneurial development process
could be considered more difficult to manage than conventional businesses. It was noted
that this particular risk could be mitigated through timely integration with the new
knowledge adopted as the source of innovation.
In recent years, global competition has been increasingly driven by continuous
innovation among knowledge-intensive enterprises that, in turn, seek sustainable growth.
Jaruzelski et al. (2005) reported that corporations had constantly increased investments in
Research and Development (R&D) expenditures; it was observed that companies with
more intangible assets, such as patents, tend to have better performance in terms of
business growth and market capitalisation. Even developing nations, such as China and
India, have increased in the recent years their resource allocations into R&D, with an
average growth rate of 21.1%.
As investigated by Lev and Sougiannis (1996), companies’ expenditures in R&D
(if capitalised) would provide value-relevant information to investors, since such
adjustments were unveiled to be ‘statistically reliable and economically meaningful’ in
predicting future stock returns. Moreover, the corporations listed in the USA that
managed to successfully develop patents from their investments in science and
technology were found to excel in terms of stock returns and market-to-book ratios (Deng
et al., 1999). In fact, the value relevance of R&D was found to be significant in Korea, as
well (Han and Manry, 2004). Recent research in intellectual capital placed significant
emphasis on the impact of the intellectual capital elements on business performance,
building on prior studies about the cause-effect perspective among the components of
intellectual capital.3
Surveying over 500 senior executives who had successfully gone through the process
of Initial Public Offer (IPO), Mavrinac et al. (2002) remarked that the underperformance
of their companies was caused by failure in the development of corporate intangibles and
measurement systems. The three most important capabilities to sustain performance were
found to be innovative product development, management credibility and effective board
oversight. In predicting the survival of the high-technology firms that have gone through
IPO, Wilbon (2002) investigated the survival of a group of technology-based firms and
found that those which managed to survive possessed more experienced senior executives
and more intellectual property rights than those which did not.
Although there has been an increasing reliance on intangible assets to sustain growth
among these knowledge-intensive enterprises, conventional financial reporting standards
tend to be designed for reporting on traditional enterprises under steady operations and
to take a conservative approach when dealing with transactions involving uncertainty.
The technology-based companies that grow and develop under a changing business
environment, as well as the uncertain influence of emerging and disruptive technologies,
would substantiate a conservative approach in financial reporting. The reported financial
information alone might not be able to reflect the sufficient usefulness and relevance
The value relevance of human capital 433
the stakeholders in making assessments. This dilemma could create problems that for
are associated with information asymmetry among these new knowledge-intensive
companies, as pointed out in previous research (Aboody and Lev, 2000).
Nevertheless, the International Accounting Standards Committee (IASC) responded
to the growing need to report on intangible assets and related disclosures with the
issuance of IAS 38, the standard that provides the guidelines for the capitalisation of
intangible assets. Accordingly, only the intangible assets that are demonstrated to meet
the following criteria could be capitalised and recognised at cost:
• the assets meet the definition of an intangible asset, i.e., it is identifiable and
controlled by the entity
• it is probable that the future economic benefits that are attributable to the asset will
flow to the entity
• the cost of the asset can be measured reliably.
The Hong Kong Institute of Certified Public Accountants (HKICPA), the statutory
professional accounting body of Hong Kong, pronounced its HKAS 38 on reporting
intangible assets in 2004, which was based on the principles of IAS 38 (HKICPA, 2005).
Disclosures on intangible assets alone, however, seem insufficient for growth
enterprises. Exploring the characteristics of intangible assets, other researchers have
looked into the development of an intellectual capital framework that aims to improve the
reporting and measurement of intangible assets. In particular, researchers have pointed
out two factors that are increasingly influential on corporate performance: human capital
and corporate governance. For young enterprises, the factor of management capability
has been noted as a key determinant for successful growth and development.4 On the
other hand, corporate governance has been viewed as a key element in enhancing the
performance of companies globally and in Asia. Ho and Williams (2003) attempted
to explore the underlying relationship between board characteristics and corporate
performance across the selected countries. Filatotchev et al. (2005) noted institutional
investors’ positive influence on the financial performance of Taiwanese-listed companies
through board participation.
Embracing the potentials in technology-based ventures in the ‘new economy’, the
Growth Enterprise Market of the Stock Exchange of Hong Kong (GEM, 2005) was
established towards the end of the 20th century. GEM was designed to be a distinctive
stock exchange block from the Main Board of the Stock Exchange of Hong Kong
(SEHK) for the capital raising of promising growth enterprises in Hong Kong and its
adjacent regions. The listing rules of GEM are more liberal than that of the Main Board,
in terms of the requirements on past performance, with an attempt to enable young
enterprises to gain easier access to equity financing through the GEM platform. However,
weak disclosures and the quality of corporate governance among the GEM companies
have been argued to deteriorate their sustainability of value. Despite criticisms about the
failures among the GEM companies, the SEHK lingers on in its ‘business-as-usual’
mode.5 Recommendations by the professional accounting body in Hong Kong are made
particularly to raise the requirements on disclosures and their corporate governance
practices;6 however, little attention is paid to the importance of the disclosures about their
intangible qualities.
434 A.W. Ng
Unlike the companies seeking IPO on the Main Board, the GEM companies rarely
provide earnings forecasts in their prospectuses. In fact, disclosing information about a
future earnings forecast is only a voluntary act. The listing rules do not require historical
profit-making among the GEM listing candidates and most of them have rather short
operating histories. Furthermore, the business uncertainty that is faced by these young
enterprises may perplex the task of preparing a reliable profit forecast.
Potential investors can no longer rely on the traditional disclosure of a one-year profit
forecast as a critical piece of information for assessment, as the preparation of such
estimates by the GEM listing candidates is less feasible than by those of the Main Board.
The relevance of using prospectus profit forecasts, as explored in prior studies,7 to assess
the future prospects of GEM companies becomes questionable.
Although improvement in corporate governance is currently underscored by the
regulator to enhance the performance of the GEM companies, disclosures on key
intangible factors should arguably be given equal emphasis for their implication in the
future sustainability among growing knowledge-intensive enterprises, as confirmed in
prior international studies. As such, this paper is rationalised to explore the three
seemingly relevant intangible factors – intangible assets, human capital and corporate
governance – with respect to their value relevance among the GEM listed companies.
Through the examination of their disclosures on reported intangible assets, human capital
and corporate governance characteristics in prospectuses, this study attempts to reveal
the influence of these three core factors on the Value Sustainability (VS) of the
GEM companies after IPO. It also attempts to investigate the predictive performance
of intangible qualities in replacement of the determinants for a traditional one-year
earnings forecast.
2 Literature review
2.1 The relevance of prospectus earnings forecasts
Prior studies on the prospectus disclosures by companies in Hong Kong unveiled the
accuracy of the earnings forecasts prepared by IPO candidates for the Main Board of the
SEHK (Chan et al., 1996; Jaggi, 1997). The studies investigated the usefulness of such
forecasts to potential investors in assessing the future prospects of the companies to be
listed. Such earnings forecast information was largely concluded to be accurate, implying
its relevance and usefulness to the equity stakeholders in predicting the future
performance. In these two studies, determinants such as the past profit variability and the
years in business were found to be significant in influencing the accuracy of the estimated
earnings. However, the future prospects of these listed companies, subsequent to meeting
their first-year earnings forecast, were found questionable (Chan et al., 1996).
by a firm. Revealing the phenomenon in the wireless communications industry, Amir and
Lev (1996) further identified the importance of using the nonfinancial information
reported by companies within a technology-based industry to assess their subsequent
financial performance, since its combination with financial information would create
complementarity for a well-rounded assessment. As explored by Deng et al. (1999),
strong capabilities and investments in the science and technology possessed by
companies were found to have a positive impact on their future performance in the
capital market. These companies were able to successfully develop patents from their
investments in R&D, which also stimulated their productivity and growth.
Furthermore, Lev (2004) pointed out that the return from investments in R&D
activities did require a prolonged timeframe, as the effect of delivering new products and
the improvement of operational efficiency led by R&D expenditures would take years to
realise. Since the R&D expenditures that might have been recognised as intangible assets
were mostly recorded as expenses in the fiscal year that they were incurred, such
expenses would burden the technology firm with worsened financial earnings and cause
undervaluation in the capital market. Despite such a short-term effect, firms with heavy
R&D investments were demonstrated to be underpriced, but they were able to outperform
the market in later years.
Extending similar studies to the Korean stock market, Han and Manry (2004)
investigated the value relevance of R&D in the listed companies in Korea and indicated
that R&D expenditures were positively associated with stock prices; capitalised R&D
expenditures would produce even more economic benefits, whereas advertising expenses
were inversely related to the future stock price. More recently, a case study of Canadian
wireless technology companies confirmed the influence of the resources allocated into
R&D combined with infrastructural assets on the generation of revenues during their
early growth and development (Ng, 2006).
In fact, recent research in intellectual capital attempt to integrate the issues of
measuring and reporting intangible assets into a framework of study. They place
significant emphasis on the impact of intellectual capital elements on business
performance, building on prior studies about the cause-effect perspective among the
components of intellectual capital. Some explored the development of an intellectual
capital framework to integrate the important issues in the measurement and reporting of
innovation capital, human capital, structural capital and customer capital.
To explore the interrelationship among the elements of intellectual capital from the
experience of Taiwan, regression analysis was adopted to understand such a dynamic
relationship and the impact on market-to-book value ratios and the future financial
performance (Chen et al., 2005). Huang and Liu (2005) used a comparable approach to
explain the impact of innovation capital and Information Technology (IT) capital on firm
performance. The research concluded that investments of innovation capital would have
a positive effect on performance before an optimal point, beyond which the influence
of innovation capital on performance could become negative. In addition, it was shown
that the interaction between innovation capital and IT capital would create a positive
influence on firm performance. For the IT industry in Taiwan, research efforts were also
made on the causes and effects of intellectual capital on business performance; the results
also indicated a significant impact of innovation capital on customer capital and,
subsequently, on business performance (Wang and Chang, 2005).
436 A.W. Ng
Other studies were launched to explore the importance of the board structure in
influencing corporate performance (Ho and Williams, 2003; Khurana, 2003). The
experience among the listed companies in Taiwan suggested that share ownership by
institutional investors was positively associated with strong financial performance;
coalition among the critical block-holders in a board would also enhance performance
(Filatotchev et al., 2005). The study pointed out the importance of power sharing and the
potential value of interaction between different types of directors and, therefore, board
dynamics. Nevertheless, the particular management culture that is influenced by lingering
Chinese tradition may have an impact on the growth and development of an
entrepreneurial firm that requires timely innovation. As studied by Chan et al. (2001), a
management control system within a Chinese setting tends to be power-centric among the
owners in terms of decision-making and the authorisation of transactions; such a practice
appears to be contradictory to the need for a delegated and interactive performance
management system that facilitates innovation.
In a research study about corporate governance and innovation in entrepreneurial
firms, Markman et al. (2001) pointed out that substantial information asymmetry
between entrepreneurs and their investors is caused by the complicated business nature of
cutting-edge innovation projects. Such a complication is further perplexed by the
business uncertainty that is associated with young firms. The authors suggested the
development of a governance system to enable the effective monitoring of ventures and
to facilitate the alignment of interests between entrepreneurs and investors.
3 Methodology
With reference to the inquiries above, this research study utilises a set of hypotheses to
test the relevance of certain identified factors with respect to the sustainability of the
stock values of the GEM companies. In order to explore the significance of the possible
determinants in sustaining the value of the GEM companies, the metrics for VS are
derived and, subsequently, a set of hypotheses are developed.
H1 The longer a company’s operating history (YB), the stronger the value
sustainability (VS).
440 A.W. Ng
H2a The higher the net income growth (NIG), the stronger the value
sustainability (VS).
To further explore the relevance of Net Income (NI) in the valuation of the GEM
companies, the following hypothesis is adopted:
H2b The higher the ratio between net income and market capitalisation (NI/MC), the
stronger the value sustainability (VS).
3.2.3 The size of the company – the amount of capital raised and
market capitalisation
While both studies by Chan et al. (1996) and Jaggi (1997) suggested that a company’s
size should be considered a factor in determining the accuracy of profit forecast, both
studies failed to confirm its significance. However, the GEM companies, which are
typically in their early stage of growth and development, would require financial
resources to sustain their growth. A larger amount of raised capital may enable a
company to fulfil its capital requirements for growth. Therefore, the amount of capital
raised at IPO is assumed to have a certain effect on VS:
H3a The larger the amount of capital raised at IPO (CR), the stronger the value
sustainability (VS).
The listing requirements for the GEM companies state that a listing candidate needs to
have HK$150 million of market capitalisation at the time of listing. This particular
requirement implies the importance of the size of market value for the GEM companies.
The following hypothesis is used to test such a validity:
H3b The larger the amount of market capitalisation at IPO (MC), the stronger the
value sustainability (VS).
H4a The higher the R&D value intensity9 – R&D expenditures (IA1) as a fraction of
market capitalisation (MC), the stronger the value sustainability (VS).
H4b The higher the capitalised intangible asset value intensity10 – capitalised
intangible assets (IA2) as a fraction of market capitalisation (MC), the stronger
the value sustainability (VS).
Amir and Lev (1996) revealed the value relevance of nonfinancial information on the
companies in the wireless communication industry. Furthermore, as companies that
possess intangible assets would likely provide relatively more information about
intangible assets in their IPO prospectuses than those which do not, the following
hypothesis aims to examine the relationship between the extensiveness of the disclosures
on intangible assets and value sustainability of the GEM companies:
H4c The more extensive the combined disclosures on intangible asset information
(IA3),11 the stronger the value sustainability (VS).
H5a The more the experience of management (HC1), the stronger the value
sustainability (VS).
Micheli et al. (2004) suggested that it is important to maintain a performance
measurement system with the right measures of performance that would drive expected
goals. The agents’ compensation should be contingent upon the performance measures
that are specified in the performance measurement system. Also, Elitzur and Gravious
(2003), through a model that applied game theory and the signalling problem, noted that
the moral hazard problem rises when the actions required or desired under the contracts
that are not freely observable would lead to a prisoner dilemma-like outcome. The free
rider phenomenon would also result from this inefficient behaviour. Such a problem
could be avoided through corporate governance and financing mechanisms, including
stock options, staged financing and direct oversight. The following hypothesis aims to
test the value relevance of stock options as a mechanism to enhance the human capital of
senior management:
H5b There is a correlation between the existence of a stock option programme (HC2)
and value sustainability (VS).
442 A.W. Ng
H6a The higher the INED participation ratio (CG1), the stronger the value
sustainability (VS).
From prior studies on corporate governance, there have been confirmations about the
positive influence of institutional and corporate investors’ investments and board
participation, as well as the sharing of power in the board by an entrepreneurial firm, on
the performance of companies (Daily and Dalton, 1992; Filatotchev et al., 2005). The
following hypothesis is used to test such an influence among the GEM companies:
where:
VS = value sustainability of GEM company i,
α = constant
β1–12 = coefficient of variables
YB = years in business for GEM company i
NIG = net income growth prior to IPO for GEM company i
CR = capital raised in IPO by GEM company i
MC = market capitalisation at IPO by GEM company i
IA1 = amount of prior R&D expenditures by GEM company i
IA2 = amount of capitalised intangible assets by GEM company i
IA3 = extensiveness of combined disclosures on intangible assets by
GEM company i
HC1 = total years of work experience among the key management in
GEM company i
HC2 = existence of a stock option programme for management in GEM company i
CG1 = participation ratio between INED and other directors in the board within
GEM company i
CG2 = existence of institutional or corporate investors in GEM company i
εi = error term.
5 Results
Out of the population of the 214 GEM companies listed in the stock exchange for the
period from 1990 to 2004, 71 of them are determined as usable data after the exclusion of
a number of ‘delisted’ and restructured companies, as well as certain GEM companies
which demonstrate a highly irregular market pricing during the prescribed period. Only
31.6% of the GEM companies were able to maintain a VS equal to or greater than one a
year after the launch of IPO. Table 1 provides a selected summary of the descriptive
statistics of the key variables.
Financial measures
Results VS YB NIG NI/MC NI MC CR
Units Ratio Years Ratio Years (’000) (’000) (’000)
Average 0.8554 2.1111 –79.57% 0.0713 $7,906 $732,697 $152,574
Intangible assets
Results IA1 IA2 IA3 HC1 HC2 CG1 CG2
Units (’000) (’000) (0–3) Years (1 or 0) Ratio (’000)
Average 2691 3487 1.243 267 n/a 0.490 n/a
% of count 40.35% 37.43% n/a n/a 76.61% n/a 45.03%
444 A.W. Ng
Second, the correlation analysis table is provided in Table 2. Given the results, a
significant multicollinear relationship is not apparent among the independent
variables, except for the association between MC and CR.12 With respect to the
relationship between the dependent variables, it demonstrates that the independent
variables that singularly show most correlation with VS are IA3, CG2, GNI and NI/MC,
in descending order, while supporting the respective hypotheses. The factor of the
number of years of prior work experience among the key management (HC1) is noted to
be positively related to VS. In order to further investigate the existence of an optimisation
of such an independent variable, log (HC1) is added to the following multiple
regression analysis.
Subsequently, a multiple regression model analysis is conducted to explore the
underlying relationship further. The initial results are provided in Table 3, suggesting that
the model is able to explain 45.20% of the distribution of VS among the GEM
companies. In this initial summary, it shows that YB, GNI and NI/MC, the relatively
traditional financial measures, as well as the indicators for the size of the company in
terms of market capitalisation and the capital amount raised, have become rather
irrelevant with respect to VS. The independent variables of intangible assets (IA3) and
corporate governance (CG2) stand out to be the two variables with the highest t-values.
For human capital (HC1), its normal logarithm has produced a coefficient of the opposite
sign to the original variable, suggesting the possibility of an optimal level of work
experience among the key management.
In order to explore the underlying relationships among the companies during
the period of listing on GEM, further multiple regression analyses are conducted
through the batches of GEM companies that are listed in the five consecutive periods
of 1999–2000, 2001, 2002, 2003 and 2004, respectively. The key statistical results
are summarised in Table 4. According to the multiple regression analyses, IA3 (the
extensiveness of the disclosures on intangible assets) demonstrates its significance in four
out of the five prescribed periods. The participation of institutional or corporate investors
(CG2) also demonstrates its significant influence on the VS values of the GEM
companies in four periods. IA2/MC appears to be a significant determinant for the period
between 2001 and 2002, but changes its direction of influence in the two following
years.13 Table 4 provides a summary of the results of the multiple regression analyses for
the five prescribed periods.
The multiple regression analysis that was run for the period of 1999–2000 produces
the highest R-square, 0.8948, among the three scenarios. Both CG2 and IA3 are
demonstrated to be significant determinants. The scenario for the GEM companies listed
in 2001 generates an R-square of 0.7907, with IA2/MC replacing IA3 as the second
significant determinant for VS. However, the result deteriorates further in the next
prescribed period of 2002 in terms of the calculated R-square, suggesting that the lower
number of companies can be explained by the regression model. The results,
nevertheless, improve in the more recent two periods to the 0.70 level of computed
R-square, with the particular reemergence of the significance of HC1 and log HC1
suggesting the growing importance of optimal human capital. Unexpectedly, the capital
amount raised (CR) has emerged to become a significant independent variable to
positively influence VS.
VS YB GNI NI/MC logCR logMC IA1/MC IA2/MC IA3 HC1 HC2 CG1 CG2
Table 2
VS 1.00000
YB 0.03817 1.00000
IA3 0.57506 0.08830 0.25364 0.14134 –0.09277 –0.27199 0.19579 0.26790 1.00000
HC1 0.09585 0.08225 0.02219 0.28107 0.20681 0.02013 0.15128 –0.02181 0.01608 1.00000
HC2 –0.03746 0.01179 0.11674 –0.42459 –0.14062 0.17765 –0.18168 –0.04118 0.03125 –0.25402 1.00000
CG1 –0.06195 0.10482 0.01051 0.09219 –0.19878 –0.13001 –0.00096 –0.10602 –0.08411 –0.00367 0.07674 1.00000
CG2 0.48665 0.07531 0.11083 –0.03882 0.05490 –0.00835 0.10052 0.01093 0.42673 –0.02523 0.15086 –0.18014 1.00000
445
446 A.W. Ng
Table 4 The summary of the multiple regression results from five consecutive time periods
Significant
Computed Original independent
Periods R-square R-square variables t-value Coefficient
1999–2000 0.8948 0.4520 CG2 7.7676 0.7307
IA3 3.5455 0.2306
log MC –2.4710 –0.4647
NI/MC –1.4325 –1.6525
2001 0.7907 0.4520 CG2 2.5278 0.6401
IA2/MC 1.7911 6.8155
log CR 1.5242 0.6363
HC2 –1.5080 0.8505
NI/MC –1.6055 –3.4277
2002 0.4887 0.4520 IA3 5.2441 0.9575
CG2 1.9489 0.5143
IA2/MC –1.6907 –6.3632
IA1/MC –1.3855 7.4537
The value relevance of human capital 447
Table 4 The summary of the multiple regression results from five consecutive time
periods (continued)
Significant
Computed Original independent
Periods R-square R-square variables t-value Coefficient
2003 0.7048 0.4520 CG2 1.4751 0.6179
IA2/MC –1.1727 –2.5676
IA3 1.1197 0.4278
NI/MC 1.1092 2.149
HC1 1.0418 0.0003
log HC1 –1.1251 –0.4622
2004 0.7051 0.4520 log CR 1.4654 5.3182
HC2 1.3848 2.5374
HC1 1.2300 0.0003
IA3 1.0278 0.2190
log MC –1.6248 –5.5098
IA2/MC –1.4637 –4.3662
log HC1 –1.1916 –0.4367
6 Discussion
Through the sequence of multiple regression analyses, the quantitative analysis conveys
the significance of two independent variables of intangible assets – the value intensity
for R&D expenditures (IA1/MC) and capitalised intangible assets (IA2/MC) – as
determinants of VS. The extensiveness of the disclosures on intangible assets (IA3) is
found to be the most consistent and significant independent variable among the others
under the statistical analyses. On the other hand, the results show that both IA1 and IA2
have changed their directions of influence among the GEM companies in the more recent
periods. In fact, such a change in relationships might be caused by attempts in earnings
management, as suggested by prior studies about the potential manipulation of the
accounting treatments of intangible assets (Lev et al., 2005; Mohd, 2005).
While the evidence of this research is based on the disclosures in the IPO
prospectuses of growth enterprises in Hong Kong, the results demonstrate similarity in
the criticalness of R&D resources and capitalised intangible assets with respect to
value relevance, as concluded in prior international studies, namely Lev and Sougiannis
(1996), as well as Han and Manry (2004). More importantly, particular results of this
research echo the value relevance in certain nonfinancial information, for instance, as
demonstrated by the significance of the extensiveness of the combined recognition of and
disclosures on intangible assets (IA3).
The nonfinancial information of human capital appears to be relatively less
significant than the reported intangible assets in directly generating VS. Nevertheless, the
number of years of work experience among the key management (HC1), as developed in
the subsequent multiple regressions, suggests an optimal level to influence VS. This
particular finding is consistent with the notion of the average age among the founding
448 A.W. Ng
managers, as studied by Honig (2001). Furthering on human capital, it, however, unveils
that the stock option (HC2) does not hold up as a consistent factor that would sustain
value among the GEM companies.
On corporate governance among the GEM companies, there is strong evidence of
the participation of institutional and/or corporate investors (CG2) in determining VS.
This particular phenomenon corresponds to the prior studies on corporate governance
among the listed companies in Taiwan (Filatotchev et al., 2005) and the notion of power
sharing in a board among entrepreneurial firms (Daily and Dalton, 1992). However, it is
observed that no evidence suggests a positive influence of the number of INED on the
board on VS.
7 Conclusions
There is no exception in the case of Hong Kong for the growing importance of
recognising intangible assets as value-relevant factors. Traditional measures and financial
indicators, such as the prior years in business and the historical financial performance,
can no longer explain the value relevance of the growing knowledge-intensive
enterprises. While accounting standards on intangible assets have been introduced in
recent years for Hong Kong to harmonise with IAS,14 the depth and extensiveness of
voluntary disclosures on the intangible qualities of the GEM companies have, however,
appeared to be insufficient and unstructured, particularly in nonfinancial information.
Given the demonstrated importance of reporting intangible qualities, an integrated
framework to disclose the range of value-relevant financial and nonfinancial indicators
can be useful to potential investors in assessing the future prospects of a GEM listing
candidate. However, the stakeholders ought to be cautious of potentially irregular
behaviour in overstating the capitalised intangible assets, misclassifying R&D
expenditures and embellishing the intangible qualities when there is a perceived value
relevance of intangible assets.
To enhance the reporting of the intangibles, an intellectual capital framework
can be constructed to provide the disclosures of relevant information about human capital
and corporate governance in place. This integrated approach would potentially mitigate
the information asymmetry that is associated with investing in growth enterprises, which
are complicated by disruptive changes that are related to emerging technological
innovations and the internal characteristics within an entrepreneurial firm. The results of
this study hold the view that the disclosures of intellectual capital would provide relevant
and timely information to decision-makers, as suggested by Roos et al. (2005). Such
a framework, however, would require taking into consideration the cultural factor
embedded in an organisation that may inhibit or stimulate the development of intangible
assets and other intangible factors. In the context of Chinese culture, it would be useful to
explore in future studies the influence of a homogeneous, family-centric governance
culture over an emphasis on the development of intangible qualities and on the reporting
of intangible assets. Lastly, it would be beneficial for equity stakeholders to understand
how institutional and corporate investors would ‘neutralise’ such a habitual culture within
a corporate setting and bring value to growth enterprises.
The value relevance of human capital 449
For the regulator of the GEM board, it implies the importance of enforcing relevant
and detailed disclosures on intangible qualities in the prospectus, among others. In
particular, the emphasis on detailing the nonfinancial information aspects of intangible
assets is critical. The compliance with the new accounting standards on intangible assets
should demand detailed explanations on their implications on future economic benefits,
an important criterion of the standard, rather than giving simple explanations of the
nature of the intangible assets and the related financial figures as the predominant
disclosures in most of the prospectuses. In other words, it presents the opportunity to
improve the integration between the reporting of financial and nonfinancial information
about the intangible qualities of an IPO candidate. With respect to the disclosures and
requirements on INED, it appears that there is no value relevance of the participation rate,
but the involvement of a strategic investor on the board and the quality of its participation
could be more important to sustaining a GEM company’s value. All in all, rather than
pinpointing a statutory compliance and disclosure requirement, the regulator may ask for
a comprehensive disclosure of the complementary intangible qualities that would enhance
the usefulness and integrity of the disclosures to investors. As one fund manager candidly
expressed, “Their fundamentals are so poor that nothing can be done to attract investors,
even if they improve their disclosure on corporate governance issues.”15
Acknowledgement
I would like to thank Mr. Tan Yean Pau, a Chartered Financial Analyst, for giving me
useful comments on an earlier draft of this article.
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Notes
1 These studies include the research performed by Jaggi (1997) and Chan et al. (1996)
regarding the accuracy of the forecast information disclosed in the IPO prospectuses of
Hong Kong companies.
2 These studies include the research on science and technology firms in the USA by Deng et al.
(1999), as well as the investigation of Korean firms by Han and Manry (2004).
3 A summary of such literature on intellectual capital is provided in Section 2.
4 See Section 2.3.
5 Mr. Charles Lee, the Chairman of the Hong Kong Exchanges and Clearing Committee,
expressed, “There may be some failures on the GEM, but it is the characteristic of the second
board as it is a market for newly established companies so it has a high ratio of failures”
(Yiu, 2005).
6 According to the HKICPA, the companies listed on the GEM board barely meet the disclosure
standards of the stock exchange (Lee, 2005).
7 The companies listed on the Main Board tend to provide profit forecasts in their prospectuses,
as pointed out by Chan et al. (1996) and Jaggi (1997). The determinants for the accuracy of
the forecasts are explored in these studies.
8 It refers to Section 2.2 and its discussion about the recent research on the topic of
intellectual capital.
9 Measured as R&D expenditures (IA1) divided by market capitalisation (MC).
452 A.W. Ng
Appendix
Principal GEM Board Listing Requirements
The information set out below is a summary of the listing requirements extracted from
the Rules Governing the Listing of Securities on the Growth Enterprise Market (the
‘GEM Listing Rules’).1
No profit requirement
In recognition that promising growth enterprises may not always have achieved a
past profit record, the GEM Listing Rules does not impose a profit requirement on
listing applicants.
Acceptable jurisdictions
The new applicant must be incorporated under the laws of Hong Kong, the PRC,
Bermuda or the Cayman Islands.
Operating history
The new applicant must:
1 demonstrate at least 24 months of Active Business Pursuits immediately preceding
the date of submission of the listing application. Such a requirement can be reduced
to 12 months if:
• the company has a total turnover of not less than HK$500 million in the last
12-month period, as reported in the accountants’ report contained in the initial
listing document, total assets of not less than HK$500 million, as shown in the
balance sheet in respect of the last financial period reported upon in the
accountants’ report, or market capitalisation of at least HK$500 million
determined at the time of listing
• at the time of listing, the company has a minimum market capitalisation of
HK$150 million in public hands, which is held by at least 300 shareholders,
with the largest 5 and largest 25 of such shareholders holding in aggregate not
more than 35% and 50%, respectively, of the equity securities in public hands
• the initial public offer price of the shares is not less than HK$1.
Note: In the case of a newly formed project company, natural resource exploitation
company, or in exceptional circumstances acceptable to the Exchange, this
requirement of 24 months of Active Business Pursuits may be relaxed subject to the
Exchange’s approval.
454 A.W. Ng
Future prospects
The new applicant must set out its business objectives and explain how it proposes to
achieve them over the Period.
Note
1 www.hkgem.com