Monday September 21 2026
News Source: Global Exchanges
Focus: Stock Exchange Regulation
Type: General
Country: Hong Kong
On 21st September 2026, the Stock Exchange of Hong Kong Limited proposed to refine requirements relating to corporate transactions by listed issuers to enhance the competitiveness of Hong Kong’s listing framework.
The proposals form the second phase of the Exchange’s listing framework competitiveness review and focus on the post-listing requirements governing notifiable transactions, connected transactions and spin-off transactions. They seek to provide listed issuers with flexibility to undertake corporate transactions, while maintaining appropriate shareholder safeguards through enhanced disclosure requirements and effective board accountability.
Highlights of the Proposals
| Subject | Current Requirement | Key Proposal |
| Percentage ratios to measure transaction impact to issuer | Profits ratio, assets ratio, revenue ratio and consideration ratio, which respectively compares the profits/total assets/revenue of the subject assets as well as the consideration for the transaction with the profits/total assets/revenue and market capitalisation of the listed issuer. | To remove profits ratio, which is most likely to produce anomalous results |
| Transaction is classified where one or more of the percentage ratios exceed the applicable threshold. | To allow listed issuers to calculate consideration ratio by comparing the consideration with the higher of their market capitalisation or their net asset value | |
| Transaction classifications and materiality thresholds | Discloseable transaction (where applicable size tests are ≥5% but ˂25%) requires an announcement. | Discloseable transaction (where applicable size tests are ≥5% but ˂50%) is subject to enhanced announcement disclosure requirements. |
| Major transaction (where applicable size tests are ≥25% but ˂75% (for disposal) or ˂100%(for acquisition)) requires announcement, circular and shareholders’ approval. | Major transaction (where applicable size tests are ≥50%7) requires announcement, circular and shareholders’ approval. | |
| VSD (Very Significant Disposal) and VSA5 (Very Significant Acquisition) require announcement, circular and shareholders’ approval with the difference in requirements as compared to major transactions primarily on the scope of financial information for inclusion in circular. | Remove transaction classifications of VSD and VSA. | |
| Transactions in the ordinary and usual course of business | Notifiable transaction requirements applicable to transaction of a capital nature and in the ordinary and usual course of business of a listed issuer. | To exempt acquisition or leasing of assets in the ordinary and usual course of business of the listed issuer, which constitutes a major transaction, from the circular and shareholders’ approval requirements. |
| Announcement requirements | Prescribed information required for inclusion in transaction announcement, with additional information to be provided in circular where shareholders’ approval is required. | To ensure investors receive sufficiently meaningful and timely information to assess the transaction. Particularly, to require all notifiable transaction announcements to disclose, among others, the material transaction terms, key financial information of target and explanation of the transaction impact |
| Further announcement required where a transaction previously announced is terminated or there is any material variation of its terms or material delay in the completion of the agreement. | To introduce additional prescribed situations where further announcement is required |
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