HKEX Adopts Proposed Amendments to Listing Framework Following Competitiveness Review

On 24 July 2026, the Stock Exchange of Hong Kong (HKEX or the Exchange) published its Consultation Conclusions on the Listing Framework Competitiveness Review after seeking market feedback from its 13 March consultation paper. With overwhelming market support, all proposals were adopted with certain modifications and clarifications and took effect immediately, marking the first phase of the latest regulatory reforms to sharpen Hong Kong’s appeal as a leading global listing destination.

Key amendments to the Listing Rules are summarized below.

WVR REGIME REFORMS

Lower Financial Eligibility Thresholds

The Exchange has halved the market capitalization thresholds for weighted voting rights (WVR) listings. Under WVR Test A, the threshold has been reduced from HK$40 billion to HK$20 billion. Under WVR Test B, the threshold has been reduced from HK$10 billion to HK$6 billion and the revenue requirement from HK$1 billion to HK$600 million.

These reductions aim to broaden the pipeline for emerging growth companies and enhance Hong Kong’s market competitiveness without sacrificing investor protection.

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

New applicants with an expected market capitalization of HK$40 billion or above at the time of listing may now adopt a higher weighted voting ratio for beneficiary-owned shares of up to 20:1, while those below this threshold remain subject to the existing 10:1 ratio cap. 

The Exchange has maintained its position that existing WVR issuers may not increase the voting rights attached to their WVR shares after listing, aligning with the regulatory standards in the United States and United Kingdom. To balance the interests between WVR beneficiaries and minority shareholders, such relaxation is only available to applicants with a significant market valuation, whose WVR beneficiaries are required to collectively hold at least 5% of the applicant’s total issued share capital and an economic interest worth at least HK$4 billion at listing.

For consistency, the Exchange has replaced the term “minimum shareholding percentage” with “minimum underlying economic interest” and clarified in the amended Listing Rules that “total issued share capital” excludes treasury shares.

Innovative Company Requirements: Route A and Route B

The Innovative Company Requirements under Chapter 8A of the Listing Rules have been restructured into two distinct routes:

• Route A (Technology) is for applicants whose innovation lies in technology that is novel or essential to the novelty of its core business. They must demonstrate more than one of the Innovative Characteristics, which include research and development (R&D), intellectual property, and outsized market capitalization.
• Route B (Business Model) is for applicants whose success is attributable to a new business model, even if that model is not technology-driven. They must demonstrate a revenue compound annual growth rate of at least 30% over the track record period; success of the company, which can be supported by additional profitability or sustainability metrics including historical revenue growth; and a relatively prominent position in their industry.

Both routes require possession of the “Novelty Characteristic,” clarified to mean applicants being “one of the first few in its industry” (to be assessed on a case-by-case basis) to adopt new technologies or business model.

As proposed, Qualified Biotech Applicants and Qualified Specialist Technology Applicants are presumed to satisfy Route A Requirements even when they are listing under the ordinary Chapter 8 route. In particular, this presumption applies to:

• Qualified Biotech Applicants who (1) have been primarily engaged in R&D of at least one Core Product that has been commercialized (other relevant factors include operational metrics and growth trajectory); (2) have continued such R&D (either for the same commercialized Core Product or a different one in the applicant’s pipeline) in the 12 months prior to listing; and (3) hold ownership of the relevant IP rights
• Qualified Specialist Technology Applicants who 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 Listing Rules Chapter 18C

The Exchange has also clarified the external validation rules of the WVR regime. Route B applicants must have previously received meaningful investment from at least one sophisticated investor, which investment must have amounted to at least 10% on an aggregate basis of the applicant’s issued share capital at listing.

The meaning of “sophisticated investor” will continue to be assessed on a case-by-case basis by reference to the investor’s experience, knowledge, and relevant resources, aligning with the Exchange’s broader approach for SPACs and specialist technology applicants.

SECONDARY LISTING AND HOMECOMING REFORMS

Secondary listing thresholds have been reduced to mirror the primary listing changes, making Hong Kong a more attractive secondary listing venue for overseas issuers. WVR secondary listing applicants can now benefit from the lowered market capitalization threshold of HK$20 billion via Test A, or that of HK$6 billion and revenue of at least HK$600 million via Test B.

For non-WVR overseas issuers, the market capitalization threshold of HK$3 billion (with a five-year track record) under Criteria A has been retained, while that under Criteria B has been reduced from HK$10 billion to HK$6 billion (with a two-year track record). The Exchange will also publish guidance clarifying the routes for migration to primary listing, voluntary conversion to dual-primary listing, and delisting from an overseas exchange.

NON-PUBLIC FILING EXTENDED TO ALL APPLICANTS

The Exchange has adopted the proposal to remove the Publication Requirements for all listing applicants. The Non-Public Filing option (formerly known as Confidential Filing)—previously available only to secondary listing applicants, Biotech Companies, and Specialist Technology Companies—has been expanded to all new listing applicants.

Accordingly, a new applicant may opt not to publish its Application Proof when submitting listing application, and if so only needs to publish an Overall Coordinator Announcement on the same date as its Post-Hearing Information Pack (PHIP) publication.

Furthermore, the Exchange has removed its express discretion to require re-compliance with the Publication Requirements if confidentiality is lost and clarified that an applicant may elect to publish its draft listing documents before PHIP publication, subject to conditions that

• the published draft listing document must be the latest version submitted to the Exchange considering all comments from the Exchange and the Securities and Futures Commission of Hong Kong (SFC), if any (Updated Application Proof);
• all requirements applicable to Application Proofs would also apply to such Updated Application Proof; and
• mandatory disclaimers confirming the Updated Application Proof remains under review and is not indicative of the Exchange’s or SFC’s approval must be present.

The Exchange has also enhanced its return mechanism (applicable to return decisions on listing applications submitted after the effective date of the reforms):

• Public disclosure of all professional parties: Where a listing application is returned, the Exchange will disclose the identities and roles of all professional parties involved in its preparation, including sponsors, legal advisers, reporting accounts, auditors, and industry consultants, together with the reasons for return on the Exchange’s designated webpage. This is to strengthen the adviser’s accountability and ensure the application materials meet the expected standard.
• Extended moratorium: The starting point of the eight-week moratorium will now be the date on which the period for invoking any applicable review procedures has lapsed or, where the applicant invokes such procedures, the date on which all applicable review procedures have been completed.

OTHER ENHANCEMENTS TO INITIAL LISTING REQUIREMENTS

Several further amendments have been implemented to reduce friction in the listing process in Hong Kong and expand flexibility for issuers:

• Ownership continuity and control: The Exchange has codified existing guidance to consider an applicant having satisfied the ownership continuity requirement despite a change in controlling shareholder during the track record period, if it can demonstrate to the Exchange’s satisfaction that there was no material change in influence on management for at least the most recent audited financial year up until the time immediately prior to listing. The Exchange needs to be satisfied that there is no “packaging” of multiple businesses to falsely satisfy the eligibility requirements.
• Expanded Financial Reporting Standards: The United States’ generally accepted accounting principles (US GAAP) may now be used by subsidiaries of US-listed parent companies seeking to list in Hong Kong as well as companies with substantial US operations more generally. An applicant must include in its listing document (1) a description of the material differences between the US GAAP and the Hong Kong Financial Reporting Standards (HKFRS) or International Financial Reporting Standards (IFRS) and (2) a Reconciliation Statement. A Reconciliation Statement shall also be included in the applicant’s annual and interim reports after listing. Moreover, the Exchange has removed the requirement for such issuers to revert to HKFRS or IFRS reporting if they subsequently delist from their US exchange and the requirement for a Reconciliation Statement to be reviewed by auditors for the purpose of unaudited financial reports, reducing the compliance burden on cross-border groups.
• Commercialized Biotech and Specialist Technology Applicants: Applicants in these sectors that have since commercialized and can meet the standard Rule 8.05 Eligibility Tests may continue to list, and remain listed, under the applicable specialist chapters. Other modifications include disapplying the requirements to have meaningful investment from at least one sophisticated independent investor into the company at least six months before the proposed listing date and the restrictions on entering into any transaction or arrangement that would bring change to the applicant’s principal business activities.

LOOKING AHEAD

The Exchange has confirmed that these reforms represent the first phase of its Competitiveness Review, with a further consultation on continuing obligations, overseas issuer facilitation, and other areas expected in due course. These reforms altogether strike a balance between preserving robust investor protections and enhancing Hong Kong’s attractiveness as a leading listing destination.

Applicants considering a Hong Kong listing should revisit their eligibility and structuring options in light of these more accessible thresholds. Those with an active listing application may apply to the Exchange to amend their applications without withdrawing and refiling their applications if a listing under Main Board Chapter 8A (issuer with WVR structure) and/or Main Board Chapters 18A or 18C (Biotech Company or Specialist Technology Company) is applicable.

HOW WE CAN HELP

Our Hong Kong capital markets team is well placed to advise on how these reforms affect specific listing plans. We will continue to monitor further developments and would be pleased to assist clients in evaluating and updating their listing strategies in light of the new changes.