HKEX Launches Competitiveness Review of Listing Framework

Hong Kong is moving to strengthen its position as a global listing venue through a set of proposed reforms that would lower entry thresholds, expand pathways for innovative and overseas issuers, and broaden access to confidential filings. The proposals signal a more flexible and competitive approach to attracting high-growth and technology-focused companies while maintaining core investor protections. Stakeholders have until 8 May 2026 to provide feedback on the proposed changes.

The Stock Exchange of Hong Kong Limited (HKEX or the Exchange) published a consultation paper on 13 March 2026 outlining proposed reforms as part of its Listing Framework Competitiveness Review (the Consultation Paper). The Consultation Paper represents the first phase of the Exchange’s broader review of Hong Kong’s listing regime and seeks market feedback on a series of proposed reforms aimed at broadening the diversity of companies eligible for listing, enhancing market competitiveness, and maintaining robust investor protection. Responses to the Consultation Paper are invited by 8 May 2026.

The Consultation Paper covers three key areas: (1) enhancements to the weighted voting rights (WVR) listing regime, (2) reforms to the regime for overseas-listed issuers, and (3) improvements to initial listing requirements and listing arrangements, including the extension of confidential filing to all applicants. Key proposals are summarized below.

WVR REGIME REFORMS

Financial Eligibility Thresholds

The Exchange proposes to halve the market capitalization thresholds for WVR listings. Under WVR Test A, the threshold would be reduced from HK$40 billion to HK$20 billion. Under WVR Test B, the market capitalization threshold would be reduced from HK$10 billion to HK6 billion, and the revenue requirement from HK$1 billion to HK$600 million. These reductions aim to widen access to the WVR regime for mid-to-large cap innovative companies without opening it to smaller, potentially riskier issuers.

Voting Power Ratio Cap: From 10:1 to 20:1

For applicants with an expected market capitalization of at least HK$40 billion at listing, the Exchange proposes to raise the maximum permissible WVR ratio from 10:1 to 20:1, bringing Hong Kong closer in line with the United States and the United Kingdom. The relaxation is limited to large-cap issuers on the basis that WVR beneficiaries would be required to hold a minimum collective economic interest of at least 5% of total issued share capital and at least HK$4 billion in absolute value, ensuring alignment of interests with minority shareholders. Existing WVR issuers would not be permitted to increase the votes carried by their WVR shares.

Innovative Company Requirements: Route A and Route B

The Exchange proposes to restructure the Innovative Company Requirements into two distinct pathways, providing greater clarity for applicants:

• Route A (Technology) for applicants whose innovativeness is rooted in technologies that are novel in themselves or essential to the novelty of their core business; Route A applicants must demonstrate more than one of the research and development (R&D), intellectual property (IP), and outsized market cap characteristics
• Route B (Business Model)—a new pathway for applicants whose success is attributable to a new business model, which need not be technology-driven; Route B applicants must demonstrate both a compound annual growth rate in revenue of at least 30% over the track record period and a relatively prominent position in their industry

Both routes require possession of the “Novelty Characteristic,” clarified to mean that the applicant need not be the absolute first mover—being among the first few in its industry to adopt the relevant technology or business model suffices. Two categories of applicants will be presumed to satisfy the Route A requirements even where they do not seek to list under the applicable specialist chapters: (1) Qualified Biotech Applicants, being applicants that operate in the biotech industry, have been primarily engaged in R&D of at least one Core Product that has since been commercialized, have continued such R&D in the 12 months prior to listing, and hold ownership of the relevant IP right; and (2) Qualified Specialist Technology Applicants, being applicants that are primarily engaged in the R&D of, and have commercialized, Specialist Technology Products within an acceptable sector of a Specialist Technology Industry, and meet the R&D expenditure percentage test applicable to a Commercial Company under Main Board Chapter 18C.

SECONDARY LISTING AND HOMECOMING REFORMS

In parallel with the WVR threshold reductions, the Exchange proposes to lower the financial eligibility thresholds for secondary listings. For overseas issuers with WVR structures, WVR Test A for secondary listing would be reduced from HK$40 billion to HK$20 billion, and WVR Test B from a market capitalization of HK$10 billion (with revenue of HK$1 billion) to HK$6 billion (with revenue of HK$600 million), aligning the secondary listing thresholds with those applicable to primary listings. For non-WVR overseas issuers, the market capitalization threshold under Criteria B (requiring a two-year track record on a Qualifying Exchange) would be reduced from HK$10 billion to HK$6 billion. The Criteria A threshold of HK$3 billion (requiring a five-year track record) remains unchanged.

The Exchange will also redraft its guidance on conversion from secondary to (dual) primary listing to more clearly identify the commonalities and differences between the Migration, Primary Conversion, and Overseas Delisting routes and provide practical step-by-step guidance to facilitate smoother transitions. The Consultation Paper further invites open-ended feedback on additional facilitative measures for overseas-listed issuers, such as incorporating overseas-filed documents by reference and introducing a dedicated pre-application advisory channel.

CONFIDENTIAL FILING EXTENDED TO ALL APPLICANTS

In one of the most structurally significant proposals, the Exchange proposes to remove the mandatory Application Proof publication requirement for all new listing applicants. Currently, only eligible secondary listing applicants, biotech companies, and specialist technology companies may file confidentially. Under the proposal, all applicants—including those associated with spin-offs, GEM transfers, and reverse takeovers—would be entitled to elect confidential filing.

An applicant opting for confidential filing would only be required to publish an Overall Coordinator Announcement at the same time as it publishes its Post Hearing Information Pack (PHIP), which is the near-final draft listing document issued after the Exchange issues its post-hearing letter. This aligns Hong Kong’s practice with the United States, where confidential submission has been broadly available to issuers since 2017.

To maintain listing document quality in the absence of mandatory early publication, the Exchange proposes two enhancements to its return mechanism:

• Public disclosure of all professional parties: Where an application is returned, the identities and roles of all professional parties responsible for the application materials, including sponsors, legal advisers, reporting accountants, auditors, and industry consultants, will be publicly displayed on the Exchange’s website, in addition to the existing disclosure of the applicant's and sponsor's names
• Extended moratorium: The starting point of the eight-week moratorium on re-filing will be extended from the date of the Listing Division’s return decision to the later of the date on which all applicable review procedures have been completed, or the date on which the time for invoking such procedures has lapsed

OTHER ENHANCEMENTS TO INITIAL LISTING REQUIREMENTS

The Consultation Paper also introduces several targeted improvements to initial listing requirements:

• Ownership continuity and control: The Exchange proposes to codify existing guidance to confirm that an applicant will satisfy the ownership continuity requirement even if there has been a change in controlling shareholder during the track record period, provided there was no material change in influence on management; guidance will also be updated to address concerns around “packaging” of businesses
• Expanded use of US Generally Accepted Accounting Principles (US GAAP): The permitted use of US GAAP will be extended to subsidiaries of US-listed parents seeking to list on the Exchange, and to companies with substantial business operations in the United States; the requirement that US GAAP reporters must revert to Hong Kong Financial Reporting Standards or International Financial Reporting Standards upon a US delisting will also be removed
• Commercialized biotech and specialist technology applicants: Applicants in these sectors that already meet the ordinary financial eligibility tests under Chapter 8 will now have the option to seek listing under the applicable specialist chapters (Chapters 18A or 18C), providing additional flexibility in structuring their listing

CONCLUSION

The Consultation Paper represents a carefully calibrated response to heightened global competition for listings, particularly from US exchanges. The proposals—spanning WVR reforms, homecoming listing facilitation, universal confidential filing, and broader US GAAP acceptance—collectively signal Hong Kong’s intent to position itself as the preferred listing venue for technology and innovative companies from the Greater China and Southeast Asian regions.

Potential listing applicants who are assessing and preparing for their initial public offering plan in Hong Kong or considering between Hong Kong and other markets should stay abreast of these proposals, particularly those in the technology and biotech sectors.

HOW WE CAN HELP

We will continue to monitor developments and are available to assist clients in assessing the impact of these proposed reforms on their listing strategies.