guidelines for the hkust entrepreneurship program

INTRODUCTION

1. HKUST Entrepreneurship Program (“Program”) was introduced in 1999 to assist faculty[1], staff[1], students and alumni in their entrepreneurial endeavors to startup companies. The Program offers an incubation period with a package of services to the startup companies accepted into the Program. The accepted companies may apply for space in The Hong Kong University of Science and Technology (“HKUST”/ “the University”) for incubation purpose at cost, as determined by the University. Due to the limitation of space on campus, the University may collaborate with local qualified incubators to provide space to the accepted companies, at a cost to be determined by the University and the collaborative incubators.

2. HKUST R and D Corporation has been entrusted by the University to administer and manage the Program (the “HKUST EP Administrator”).

3. Companies or individuals requiring further details of the Program are encouraged to undertake informal discussions with either the HKUST EP Administrator, the Technology Transfer Center (“TTC”) or the Office of Knowledge Transfer (“OKT”), as early as possible.

[1] Faculty and staff shall observe the policies and guidelines of the University when they plan to get involved in entrepreneurial activities.

ELIGIBILITY FOR THE HKUST ENTREPRENEURSHIP PROGRAM

4. To be eligible for the Program, a company must:
   1.  have been established for no more than 2 years at the time of application;
   2.  be validly registered and subsist in Hong Kong;
   3.  be owned legally and beneficially at least 10% by any one faculty member, staff member, student or alumni of HKUST;
   4.  have a realistic, viable and innovative business plan and/or idea accepted by the vetting committee;
   5.  provide sufficient and relevant information and supporting evidence on the business plan and/or idea;
   6.  demonstrate a competent management team;
   7.  have at least one full-time member of staff;
   8.  be agreeable to undergoing a company health check (including providing financial information and statements) every six months.

5. After acceptance into the Program, a company must immediately inform the University if any of the conditions in paragraphs 4 b, c, f, g or h above cease to be fulfilled by the company.

AUTHORIZED DESIGNATION AND SERVICES PROVIDED BY THE UNIVERSITY

6. During the incubation period after acceptance into the Program, accepted companies will be given, and may use, the designation “Member of HKUST Entrepreneurship Program”.

7. Upon the completion of the incubation period, the company will move out from the HKUST incubation space. The company may use the designation “Graduate Company of HKUST Entrepreneurship Program ”.

8. The University reserves the right to revoke any licence granted to use such designations at its own discretion. Accepted companies are not entitled to use any trade marks or other intellectual property of the University.

9. Accepted companies must occupy either the HKUST incubation space or any designated collaborative incubator within three months from the date of approval to join the Program provided the accepted company has fulfilled the conditions specified in 21a below and the associated agreements are fully executed between the accepted company and HKUST EP Administrator.

10. Accepted companies will receive resources and services from the University, which may include the following (subject to periodic amendment):
    1. On-Campus incubator services for companies based at the HKUST incubation space:
       • Space: for a period of up to two years (renewable annually) and at a cost set by the University to cover maintenance and operation;
       • Exemption from supplementary charges for basic utilities (lighting, air conditioning and electrical supply);
       • Central office services: access to photocopier (with direct operating costs paid by the incubated companies);
       • Communications: exemption from supplementary charges for telephone (one line) and internet connectivity (one line per room, supplied by ISP), and out-of-town calls and extra services at cost;
       • One parking permit;
       • Campus temporary access card for each staff member.
    2. In the case of space limitation at the HKUST incubation space, the startup company may be enrolled into designated collaborative incubation programs at a cost to be determined by the University and the collaborative incubators.
    3. Introductions to industry experts for guidance on technical and management issues;
    4. Introductions to potential investors, venture capital companies and partners;
    5. Discounted rates or free when applicable for participation in trade shows, convention displays and other promotional activities in which the University participates (provided that the host agrees to such discounts);
    6. Discounted rates or free when applicable for all services and programs provided by the University Entrepreneurship Center.

11. Accepted companies must not use any facilities or resources of the University without prior approval or without making additional payment, as may be reviewed on a case-by-case basis.

12. During the incubation period in the HKUST incubation space, a company must not use the occupied space (a) solely as a sales and marketing office, or (b) to pursue any retail activity or mass production.

APPLICATION AND APPROVAL PROCESS

13. Applications for the Program will be invited at least once per year by the HKUST EP Administrator, to which formal applications to enter the Program should be made.

14. All applications will be reviewed by a vetting committee commissioned by the Associate Vice-President for Knowledge Transfer (“AVP-KT”). Short-listed companies will be invited to make a presentation to the vetting committee. The vetting committee will submit recommendations to the AVP-KT for final approval.

15. In assessing an application, the vetting committee will take into account, including but not limited to, the following criteria:
    1. Technology Content
       • Degree of technology viability;
       • Presence of technological market entry barrier;
       • Utilizing a technology owned or developed at HKUST.
    2. Management Team
       • Commitment of key technological driver;
       • Commitment of management team;
       • Marketing & sales expertise or access.
    3. Financial Plan
       • Clearly structured and phased developments;
       • Identification of critical weakness at each phase;
       • Financial estimates for each phase realistic.
    4. Product/Services
       • Addressing critical need;
       • Disruptive advantage over competition;
       • Available market size.
    5. Market Positioning
       • Appealing value proposition for targeted customers;
       • Identification of product features;
       • Competitive difference from market leaders;
    6. Business model
       • Feasibility of pricing strategy;
       • Identification of first and second adopter groups;
       • Feasibility of sales channels;
       • Partnership plans;
       • Cash-flow viability.

16. Approval of all applications shall be subject to the sole and absolute discretion of the University: there shall be no appeal mechanism.

17. Successful applicants will be notified by the HKUST EP Administrator, and invited to sign a HKUST Entrepreneurship Program Agreement that sets out all the terms and conditions as agreed between the HKUST EP Administrator and the accepted company. A company considering applying to the Program may wish to refer to the HKUST Entrepreneurship Program Agreement for details of the terms and conditions. Any approval of the University shall be conditional on the signature of the HKUST Entrepreneurship Program Agreement between the HKUST EP Administrator and the accepted company. There shall be no binding agreement unless and until the HKUST Entrepreneurship Program Agreement is signed.

18. Under current practice, the approval process takes around 30 to 45 business days.

ACCEPTANCE AND ADMISSION PROCESS

19. Upon acceptance into the Program, successful applicants will be provided with the HKUST Entrepreneurship Program Agreement specifying the following:
    1.  the space allocated, its cost and period of rental;
    2.  the services to be provided by the HKUST incubation space or the designated collaborative incubator;
    3.  the terms and conditions of the Program;
    4.  the ownership share distribution given to the HKUST EP Administrator, and other rights and obligations acquired by the HKUST EP Administrator in the affairs of the company (if any).

20. Upon (a) the signature of all applicable agreements by the appropriate company officer(s) and the HKUST EP Administrator, and (b) the transfer of 3% of the company’s shares (see 21 below) to the HKUST EP Administrator, the company shall be given and may use the designations in accordance with 6 above.

21. In consideration of the University’s acceptance of a company into the Program:
    1.  the company shall allot, and issue or transfer to the HKUST EP Administrator (which is incorporated in Hong Kong), 3% of its total issued share capital or registered capital (as the case may be) at a nominal allotment price of HK$1.00 (or otherwise mutually agreed) for all such allotted shares, within 30 days from the date of signature of the HKUST Entrepreneurship Program Agreement or such other date as agreed by the University. Where direct shareholding by the relevant HKUST EP Administrator is not feasible or practicable for accepted companies which are incorporated outside Hong Kong, the companies shall cooperate to put in place alternative shareholding structures to confer effectively the 3% holding by the University (or equivalent) as the University or HKUST EP Administrator may request, to reflect the intention of this provision; and
    2.  as the company expands, the company shall grant to the HKUST EP Administrator the first right of offer in respect of new shares or securities to be issued by the company in the future.

22. The following terms and conditions shall also apply if the University accepts a company into the Program:
    1. the HKUST EP Administrator has the right to sell or transfer its partial or full shareholding in the company to any party at any time at its discretion, prior to the private or public sale of the company; and
    2. the company and all its shareholders shall enter into an agreement with the HKUST EP Administrator, which shall govern their respective rights and obligations (the “Shareholders Agreement”). The Shareholders Agreement shall, inter alia, contain provisions to the effect that no further shares and rights attached to shares or registered capital (as the case may be) in the company shall be allotted and issued unless additional shares are allotted to the HKUST EP Administrator, to prevent any dilution of the 3% shareholding held by the HKUST EP Administrator, as long as the company was incubated in the HKUST incubation space or the designated collaborative incubator.