On 13 March 2026, the HKEX published the Phase 1 consultation paper on its Listing Framework Competitiveness Review, proposing changes relating to weighted voting rights (WVR), the Hong Kong listing of overseas issuers, and certain IPO arrangements.
Under chapter 8A of the Main Board Listing Rules, an applicant seeking to list with a WVR structure must satisfy one of two financial tests. Test A requires an expected market capitalisation of at least HKD40 billion (USD5.1 billion) at the time of listing. Test B requires an expected market capitalisation of at least HKD10 billion at listing, together with revenue of at least HKD1 billion for the most recent audited financial year.
Under the current rules, the voting power attached to WVR shares is generally capped at 10:1, and WVR beneficiaries must beneficially own, collectively, at least 10% of the underlying economic interest in the applicant’s total issued share capital at the time of its initial listing. The applicant must also demonstrate that it is an innovative company and has a track record of business success.
The consultation paper proposes lowering the test A threshold to HKD20 billion and revising test B to HKD6 billion in market capitalisation plus HKD600 million in revenue. For applicants with an expected market capitalisation of at least HKD40 billion at listing, the cap on the voting ratio for WVR shares would be increased to 20:1.
As regards the minimum interest requirement, where the HKEX is prepared to accept a shareholding of less than 10%, such underlying economic interest, at the time of the applicant’s listing, must still represent at least 5% of the applicant’s total issued share capital, and have an amount of at least HKD4 billion.
The HKEX also proposes to recast the framework for assessing whether an applicant is an “innovative company”, by introducing two assessment routes, “route A (technology)” and “route B (business model)”, together with clearer guidance on sophisticated investors and third-party investment.
These proposed changes are intended to lower the entry threshold under the current WVR framework for new-economy companies with mid-range market capitalisations, without dispensing with suitability assessment or governance requirements. If implemented, the changes could make Hong Kong a listing option worth serious consideration for more growth companies seeking to preserve founder control. Even so, innovation, external validation and governance acceptability are likely to remain central to the regulatory assessment.
Under the current regime, overseas listed issuers seeking a secondary listing in Hong Kong remain subject to conditions including market capitalisation, compliance record and WVR structure compatibility requirements. For overseas issuers without a WVR structure, the market capitalisation threshold under criteria B is HKD10 billion.
For those with a WVR structure, the financial eligibility requirements are aligned with the higher thresholds applicable under Hong Kong’s domestic WVR regime. As for a conversion to primary listing, the interpretation of the rules and the specific compliance steps involved still depend on the facts of the individual case.
The consultation paper proposes lowering the financial eligibility threshold for a secondary listing by overseas issuers with a WVR structure so that it aligns with the proposed thresholds for a primary listing with WVR in Hong Kong. It also proposes reducing the criteria B market capitalisation threshold for overseas issuers without a WVR structure seeking a secondary listing from HKD10 billion to HKD6 billion. In addition, the HKEX proposes to rewrite requirements governing a conversion to primary listing, and provide further guidance on typical steps required for compliance.
The rationale for these changes is to reduce, as far as possible, the impact of regulatory differences on an issuer’s choice of listing venue, and to enhance Hong Kong’s attractiveness as a destination for homecoming and dual primary listings. If adopted, the proposals should help overseas listed issuers bring Hong Kong into their analysis at an earlier stage. Greater clarity on the rules and process for a conversion to primary listing should also help reduce uncertainty.
As regards continuity of ownership and control, the consultation paper proposes to codify the HKEX’s existing practice. Even where control changes during the relevant period, the requirement may still be regarded as satisfied if the applicant can demonstrate the change did not affect the influence exercised over the company’s management. This amendment should improve certainty at the rules level.
In relation to financial reporting standards, the consultation paper proposes expanding the circumstances in which US GAAP may be used so as to cover listing applicants that are subsidiaries of US-listed parent companies, as well as companies with substantial operations in the US.
It would also remove the requirement to revert to Hong Kong Financial Reporting Standards or International Financial Reporting Standards following a US delisting, and remove the requirement for the reconciliation statement in respect of unaudited financial information to be reviewed by the auditors. These proposed changes are aimed at addressing the cost and time burden associated with financial statement conversion and additional review procedures.
As regards the listing routes for commercialised biotech companies and specialist technology companies, the consultation paper proposes allowing applicants to apply under the biotech or specialist technology chapters, even where they are able to satisfy the general financial eligibility requirements. The HKEX also proposes extending the confidential filing options to all new applicants, while refining the return mechanism by disclosing, where an application is returned, the identity and role of professionals responsible for the application materials.
Taken together, these proposals are chiefly directed at transaction costs, preparation burden and execution uncertainty. They also indicate that intermediaries will bear clearer responsibility for front-end gatekeeping.
From the perspective of regulatory design, the principal focus of this consultation is not simply to lower listing thresholds. Rather, while maintaining investor protection and market quality, it seeks to recalibrate certain key entry thresholds, suitability requirements and practical arrangements to improve the accessibility and predictability of Hong Kong’s listing framework.
For issuers, the more immediate consequence is that a wider range of transactions may fall within the scope of a Hong Kong listing analysis. For intermediaries, however, the more important point is that the regulatory focus underlying these facilitative measures has not been weakened.
Stella Yeung and Stephen Luo are partners at Jingtian & Gongcheng
Jingtian & Gongcheng
Suites 3203-3207, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel: +852 2926 9300
E-mail: stella.yeung@jingtian.com
stephen.luo@jingtian.com
www.jingtian.com
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