Introduction

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has implemented significant amendments to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) following the first phase of its Listing Framework Competitiveness Review. The amendments took effect on 24 July 2026 and are intended to broaden access to Hong Kong’s capital markets while retaining the existing investor-protection framework. Key changes concern weighted voting rights (WVR) listings, overseas issuers, financial reporting standards, specialist-company listings and the listing-application process.

Weighted Voting Rights (WVR) listings

Lowered financial eligibility thresholds

The Stock Exchange has lowered the financial eligibility thresholds for a new applicant seeking to list with a WVR structure. Under the revised Chapter 8A, an applicant must now satisfy either:

·           an expected market capitalisation of at least HK$20 billion at the time of listing (WVR Test A); or

 

·           an expected market capitalisation of at least HK$6 billion at the time of listing and revenue of at least HK$600 million for its most recent audited financial year (WVR Test B).

WVR ratio and minimum economic interest

A new applicant with an expected market capitalisation of at least HK$40 billion at the time of listing may adopt a WVR ratio of up to 20:1. Applicants below that threshold remain subject to the existing 10:1 WVR Ratio Cap. The relaxation applies only to new applicants. An existing listed WVR issuer may not increase the proportion of its share capital represented by WVR shares after listing.

The Stock Exchange has also introduced specified conditions under which it may accept a lower minimum economic interest held collectively by WVR beneficiaries. Although the general expectation remains 10%, the Stock Exchange may accept an aggregate interest of at least 5% of the applicant’s total issued share capital, excluding treasury shares, if that interest has a value of at least HK$4 billion at listing. The Stock Exchange retains discretion to refuse a listing representing an extreme case of non-conformance with corporate-governance norms, including where a lower economic interest and/or higher WVR ratio is proposed.

Refined innovative-company assessment

The Stock Exchange has restructured the innovative company requirements for a WVR listing under Chapter 8A into Route A (New Technologies Route) and Route B (New Business Model Route), with tailored criteria for each route.

·           Route A (New Technologies Route) is intended for applicants that adopt technologies which are either novel in themselves or essential to the novelty of their core business. An applicant must demonstrate more than one of the following innovative characteristics:

 

o    R&D Characteristic: R&D is a significant contributor to the applicant’s expected value and constitutes a major activity and expense. The applicant should disclose the amount of its R&D expenses during the track record period (both as a figure and as a percentage of total revenue/expenses) and explain how its R&D contributes value to the applicant. The Stock Exchange will examine whether the R&D expenses have been capitalised as intangible assets as an indicator of the value generated through the R&D activities. Where a significant portion of the R&D expenses is not capitalised, the applicant should provide the reasons therefor.

 

o    IP Characteristic: The applicant should demonstrate that its success is attributable to its intellectual property (“IP”), and provide a detailed explanation of how its IP has enabled it to achieve business success.

 

o    Outsized Market Cap Characteristic: The applicant has an outsized market capitalisation or intangible-asset value relative to its tangible-asset value.

 

·           Route B (New Business Model Route) is intended for applicants whose success is attributable to the application of a new business model to their core business, whether or not the business model is technology-enabled. Where the business model is technology-enabled, the relevant technology need not itself be novel or essential to the novelty of the applicant’s core business. An applicant must demonstrate both of the following innovative characteristics:

 

o    CAGR Growth Characteristic: An applicant must have achieved a compound annual growth rate (“CAGR”) in revenue of at least 30% over the track record period. The Stock Exchange may accept alternative operational metrics, such as gross merchandise value, which demonstrate an equivalent rate of growth where the applicant establishes, to the Stock Exchange’s satisfaction, that those metrics are more relevant and comparable indicators of its business growth and can be independently demonstrated or substantiated.

 

o    Industry Position Characteristic: The applicant must demonstrate that it holds a relatively prominent position in its industry.

Companies presumed to meet innovative company requirements under Ch. 8A

Certain applicants are presumed to satisfy the innovative company requirements under Route A, even if they seek a listing under Chapter 8 rather than the specialist chapters. This includes:

·           qualified biotech applicants that have commercialised at least one Core Product, maintained R&D activities relating to that product during the 12 months before listing, and own the relevant intellectual-property rights; and

 

·           qualified specialist technology applicants that have commercialised one or more specialist technology products and meet the relevant R&D expenditure requirement under Listing Rule 18C.04.

 

These presumptions do not remove the need for the applicant to establish the success of its business and satisfy the external-validation requirements.

External validation

For Route A applicants, the external-validation requirement is less prescriptive. There is no fixed numerical threshold; accordingly, meaningful third-party investment by at least one sophisticated investor, beyond a token amount, may satisfy the requirement.

For Route B applicants, sophisticated investors must, in aggregate, hold shares or convertible securities representing at least 10% of the applicant’s issued share capital at listing. No prescribed minimum holding applies to an individual investor. The Stock Exchange may, at its discretion, accept a lower percentage for an applicant expected to have a market capitalisation above HK$20 billion, provided that the investment remains substantial in absolute terms.

Secondary listings for overseas issuers

The financial thresholds for secondary listings have also been reduced as follows:

 

Overseas issuer with WVR – Test A	Market capitalisation of at least HK$20 billion
Overseas issuer with WVR – Test B	Market capitalisation of at least HK$6 billion plus revenue of at least HK$600 million for the most recent audited financial year
Overseas issuer without WVR – five-year track record	Market capitalisation of at least HK$3 billion plus a track record of good regulatory compliance of at least five full financial years on a qualifying exchange or recognised stock exchange
Overseas issuer without WVR – two-year track record	Market capitalisation of at least HK$6 billion plus a track record of good regulatory compliance of at least two full financial years on a qualifying exchange

Listing-process and reporting changes

Ownership continuity and control

The Stock Exchange has codified existing guidance on ownership continuity and control. An applicant may satisfy the relevant requirement where there has been a change in ownership during the track-record period if it can demonstrate that there was no material change in influence on management during that period.

US GAAP

The Stock Exchange has expanded the categories of applicants that may use US GAAP to include subsidiaries of US-listed parents seeking a Hong Kong listing and companies with substantial US business operations. A US GAAP reporter is no longer required to switch to HKFRS or IFRS if it delists from the United States. In addition, the requirement for auditors to review reconciliation statements included in unaudited financial reports has been removed.

Specialist-company listings

Commercialised biotech companies and specialist technology companies that meet a financial eligibility test under Chapter 8 may elect to list under Chapter 18A or Chapter 18C, as applicable, rather than being required to use the ordinary listing route under Chapter 8. A company seeking a WVR structure remains subject to the requirements under Chapter 8A.

Non-public filing available to all new applicants

The former confidential-filing option has been broadened and renamed non-public filing. All new applicants may make a non-public filing of their listing application without publishing an application proof at the time of filing. Instead, an applicant is required to publish an OC announcement on the same day as it publishes its post hearing information pack.

An applicant using a non-public filing may elect to publish an updated application proof before publication of its post hearing information pack. The updated application proof must be the latest version submitted to the Stock Exchange, reflect comments received from the Stock Exchange and the Securities and Futures Commission up to that date, and contain the prescribed warning statements.

Enhanced return mechanism

Where the Stock Exchange returns a listing application because it is not substantially complete, it will publish:

·           the reasons for the return; and

 

·           the names and roles of the professional parties involved in preparing the application materials, in addition to those of the sponsor.

 

The relevant professional parties may include company and sponsor legal advisers, reporting accountants and auditors, industry consultants, consenting experts and, for a SPAC application, promoters. The eight-week refiling moratorium begins on the later of: (i) the expiry of the period for invoking review procedures; and (ii) completion of any review procedure invoked.

Conclusion

These amendments to the Listing Rules represent a significant development in Hong Kong’s listing regime. Issuers and advisers should assess how the revised framework may affect prospective transactions, listing eligibility and capital-markets strategy.

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Important: The law and procedure on this subject are very specialised and complicated. This article is just a very general outline for reference and cannot be relied upon as legal advice in any individual case. If any advice or assistance is needed, please contact our solicitors.

Published by ONC Lawyers © 2026