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7 September 2026
1. Introduction
On 24 July 2026, The Stock Exchange of Hong Kong Limited (the “Exchange”), a wholly-owned subsidiary of the Hong Kong Exchanges and Clearing Limited (“HKEX”), published the consultation conclusions (the “Consultation Conclusions”) on their consultation paper on the Listing Framework Competitiveness Review. This marks the initial phase of the Exchange’s competitiveness review of Hong Kong’s listing framework, seeking market feedback on targeted reforms aimed at broadening company diversity, expanding investment opportunities, and maintaining robust investor protections.
The proposals aim to reform the existing environment primarily by refining the existing listing framework in three vital areas:
- Expanding the Weighted Voting Rights (WVR) regime by lowering market capitalisation and financial eligibility thresholds and relaxing certain WVR restrictions to enhance market competitiveness.
- Altering the regime to support overseas-listed issuers, which includes introducing measures to facilitate overseas issuers’ listings in Hong Kong and lowering the eligibility thresholds for secondary listings. This lowers the barrier for overseas issuers to access the Hong Kong market and strengthens Hong Kong’s competitiveness as an international listing venue.
- Enhancing initial listing requirements and arrangements to streamline the listing process and improve the protection of commercially sensitive information. This is done by improving the listing pathway for commercialised biotech and specialist technology companies, expanding the scope of confidential filing of listing applications to cover all new applicants, and refining the return mechanism.
2. The key proposals to be adopted
| Subject | Current requirements | Key Proposals to be Adopted |
| WVR (Weighted Voting Rights) | ||
| Financial eligibility | The market capitalisation threshold:
– (Test A) at least HK$40 billion. – (Test B) HK$10 billion with revenue of at least HK$1 billion for the most recent audited financial year.
|
To lower the thresholds to market capitalisation: (A) ≥ HK$20 billion; or (B) ≥ HK$6 billion and revenue for the most recent audited financial year ≥ HK$600 million.
|
| Voting power and economic interest | Weighted voting ratio ≤ 10:1. | To allow a higher weighted voting ratio cap of 20:1 if market capitalisation at listing ≥ HK$40 billion.
|
| WVR shareholding percentage ≥ 10% at listing (a lower percentage may be accepted on a case-by-case basis). | To allow WVR shareholding percentage ≥ 5% only if it represents an amount of ≥ HK$4 billion at listing. | |
| Innovativeness and other suitability requirements | An applicant must demonstrate that it is an “innovative” company for listing with WVR.
|
To refine the “innovative” test to explicitly provide a path to listing, with WVR, for non-tech issuers applying a new business model. |
| Applicants that are biotech companies or specialist technology companies are presumed to be innovative. | To expand the scope of technology companies presumed to be innovative (including qualified biotech and specialist technology companies even if they do not seek to list under the Specialist Chapters). | |
| An applicant must have previously received meaningful third-party investment from at least one sophisticated investor. | To provide greater clarity on external validation requirements. | |
| Issuers listed overseas | ||
| Qualification requirements for secondary listings | WVR: Two-year compliant track record on a Qualifying Exchange with same financial eligibility thresholds as primary WVR listings. | WVR: To lower financial eligibility thresholds to match those for primary WVR listings. |
| Non-WVR: Market capitalisation: (A) ≥ HK$3 billion (for a five-year compliant track record on a Qualifying Exchange or Recognised Stock Exchange); or (B) ≥ HK$10 billion (for a two-year compliant track record on a Qualifying Exchange) | Non-WVR: To lower the HK$10 billion market capitalisation threshold under test (B) to HK$6 billion. | |
| Conversion to primary listing | Guidance is available to facilitate conversion from a secondary listing to a (dual) primary listing. | To publish streamlined guidance on secondary listed issuers’ conversion to primary listing and provide guidance on the typical steps required for compliance. |
| Further facilitative
measures for issuers listed overseas |
N/A | To continue to consider respondents’ suggestions on measures to further facilitate the listings of issuers listed overseas and conduct a public consultation if necessary. |
| Initial listing requirements and listing arrangements | ||
| Ownership continuity
and control |
An applicant must have
been operating as an integrated unit under the same shareholder that is able to exert substantial influence on the management in the relevant period |
To codify existing guidance: Clarify that an applicant
will be considered to have satisfied the ownership continuity and control requirement if it can demonstrate that there was no material change during the relevant period despite a change in ownership. |
| Financial reporting
standards |
An applicant listed / to be listed in the US seeking a dual primary or secondary listing in Hong Kong may apply for a waiver to adopt US GAAP. | To expand the allowance of US GAAP to subsidiaries of US listed parents and companies with substantial US business operations. |
| US GAAP reporters must revert to HKFRS or IFRS upon a US delisting. | To remove this requirement. | |
| A reconciliation statement for unaudited financial reports must be reviewed by auditors. | To remove this requirement. | |
| Commercialised Biotech
and Specialist Technology Applicants |
A Biotech Company or Specialist Technology Company must list under the ordinary route to listing, and not the specialist routes (Chapters 18A or 18C), if it can meet any financial eligibility test under Chapter 8 of the Main Board Listing Rules. | To permit such applicants to seek a listing as a biotech company or specialist technology company under the specialist routes even if they are financially eligible under the ordinary route to listing. |
| Confidential filing and enhanced Return Mechanism | Confidential filing is only
available to eligible secondary listing applicants, biotech companies, and specialist technology companies, or subject to case-by-case waivers for other applicants |
To expand the non-public filing option to all new applicants.
|
| An application that is not substantially complete may be returned, upon which the sponsor’s identity will be displayed on the Exchange’s website. | To enhance the Return Mechanism to display (in addition to the sponsor’s identity) the identities and roles of the professional parties involved in preparing the application materials upon a return of the listing application, and the reasons for return. | |
3.Conclusion
The relevant Listing Rule amendments became effective immediately upon publication of the Consultation Conclusions on 24 July 2026.
The reforms hold significant relevance to all companies considering applying for a listing on the Exchange, particularly those in biotech and technology sectors. Significantly, listing applicants are advised to take into account the following:
- The reduction in the market capitalisation thresholds for WVR companies will enable more mid-sized technology and innovative companies to list on the Exchange with a WVR structure.
- The formalisation of two pathways for satisfying the innovative company requirement, namely a technology-based route (Route A) and a business model-based route (Route B), provides greater certainty and a clearer pathway for different types of innovative companies seeking a WVR listing.
- Biotech and specialist technology companies that already meet the financial eligibility tests are given the option to list under the applicable specialist chapters, providing a wider range of choices to listing applicants.
- The expansion of the non-public filing regime to all new applicants, together with the enhanced Return Mechanism, is expected to provide greater flexibility during the IPO process while increasing accountability among professional advisers involved in listing applications.
The Exchange has indicated that these reforms represent the first phase of its competitiveness review, with further consultations and potential reforms to the listing framework expected in due course.
Please contact our Partner Mr. Rodney Teoh for any enquiries or further information.
This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.