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HKEx consultation paper on listing regime for overseas issuers

May 2021

The Exchange proposed to streamline the listing regime for overseas issuers. The key proposals include:

  • allow Greater China issuers1 from traditional sectors without weighted voting rights (“WVR”) to seek secondary listing on the Exchange and have the option of meeting a lower minimum market capitalisation of either HK$3 billion or HK$10 billion with at least 5 or 2 full financial years’ good compliance record on a Qualifying Exchange2 respectively;
  • allow Grandfathered Greater China issuers3 and Non-Greater China issuers with WVR and/or variable interest entities (“VIE”)4 structures that do not fully meet the relevant requirements under the Listing Rules to seek dual primary listing on the Exchange whist maintaining their WVR/VIE structures; and
  • amalgamate the shareholder protection standards in Chapter 19C, Appendices 3 and 13 to the Listing Rules and the Joint Policy Statement5 into one single set of core standards applicable to all issuers to ensure consistent protection is provided to all investors.

The consultation period will end on 31 May 2021.


1. Greater China issuers - An issuer with its centre of gravity in Greater China and primary listed on a Qualifying Exchange2

2. Qualifying Exchange – NYSE, NASDAQ or the Main Market of the London Stock Exchange and belong to the “Premium Listing” segment.

3. Grandfathered Greater China issuers - Greater China issuers primary listed on a Qualifying Exchange on or before 15 Dec 2017.

4. VIE structures - A structure that allows a person or entity to control and receive the economic benefits of a variable interest entity despite not having a majority of, or any, voting rights or legal ownership.

5. Joint Policy Statement - The “Joint policy statement regarding the listing of overseas companies” first published jointly by the Exchange and the SFC in 2007, updated on 27 September 2013, and last amended on 30 April 2018 (link)

Contact us

Kennedy Liu

Kennedy Liu

Head of Capital Markets and Accounting Advisory Services , PwC Hong Kong

Tel: +[852] 2289 1881

Edmond Chan

Edmond Chan

Partner, Co-Head of Capital Market Services, PwC Hong Kong

Tel: +[852] 2289 1128

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