Hong Kong Capital Markets Update – Issue 04, September 2026

On 21 September 2026, the Stock Exchange of Hong Kong Limited (the “Exchange”) published a consultation paper for the second phase of the Exchange’s listing framework competitiveness review, which focuses on post-listing requirements governing notifiable transactions, connected transactions and spin-off transactions.

The objective of the reform is to ensure that the requirements remain fit for purpose in light of evolving market conditions, while maintaining robust investor protection and enhancing the competitiveness and attractiveness of Hong Kong as an international listing venue.

The key proposals are summarised as below:

• Removing the profits ratio from the size tests
• Modifying the consideration ratio by comparing consideration with the higher of the issuer’s market capitalisation and net asset value
• Raising the classification threshold for major transactions to 50% under the size tests
• Removing the VSD and VSA classifications
• Enhancing announcement disclosure requirements.
• Exempting acquisition or leasing of assets in the ordinary and usual course of business, which constitute a major transaction, from circular and shareholders’ approval requirements

• Raising the voting-power threshold for a “connected subsidiary” from 10% to 30%
• Allowing annual caps for revenue transactions in the ordinary course of business to be expressed as a percentage of revenue or other financial items

• Introducing a self-assessment route for eligible issuers without prior HKEX approval
• Introducing specific announcement disclosure requirements
• Removing the requirement to provide existing shareholders with an assured entitlement to shares in the SpinCo 
• Shortening the post-listing moratorium on spin-offs from three years to one year

The Exchange invites public comments on their proposals until Monday, 30 November 2026.