The Stock Exchange of Hong Kong Limited (the Exchange) has announced new rules for ongoing public float requirements, which will take effect from 1 January 2026.
The reforms follow extensive market consultation and aim to provide issuers with greater flexibility and efficiency in their capital management while ensuring market transparency and continuous orderly trading.
The new regime applies to all Main Board and GEM issuers, including A+H listed companies.
Major changes: Overview and comparison
The new rules introduce significant changes to the ongoing public float regime, including:
- Introducing an optional alternative threshold for ongoing public float (“alternative threshold”)
- Introducing a bespoke ongoing public float requirement for PRC issuers with other listed shares (“multi-listed PRC issuers”)
- Enhanced disclosure obligations for all issuers, with additional requirements for those with public float shortfalls
- A new approach to handling public float shortfalls, replacing automatic suspension with a disclosure-based regime and clear delisting backstop
Comparison: Existing vs new public float requirements
| Issuer |
Existing requirements |
New requirements (from 1 January 2026) |
| Public float requirements for general issuers (excluding multi-listed PRC issuers) |
Initial prescribed threshold: 25% public float at all times (or lower percentage as prescribed at listing) |
Initial prescribed threshold: 25% (or lower percentage as prescribed at listing); or
Alternative threshold: At least 10% public float and HK$1 billion market value held by public
Note: Alternative threshold unavailable for issuers with fewer than 125 trading days since listing. |
| Public float requirements for multi-listed PRC issuers |
25% public float for all shares held by public (on all listed markets) |
Bespoke ongoing public float: H shares held by public must be at least 5% of total issued shares in the same class or have HK$1 billion market value |
| Public float shortfall |
Suspension if public float below 15% |
Significant public float shortfall scheme: Issuers are not automatically suspended but are instead subject to a special stock marker and enhanced disclosure obligations. If the shortfall is not rectified within 18 months (Main Board) or 12 months (GEM) the issuer will be delisted |
| Takeovers Code offers – timing relief waiver |
Waiver generally available after a general offer, allowing time to restore public float |
Waiver remains available unless the post-offer position is a significant public float shortfall; if so, no waiver and full significant public float shortfall regime applies (stock marker, disclosure, delisting backstop) |
Disclosure requirements
The new regime also introduces several important disclosure requirements:
- Monthly returns
- Issuers must confirm compliance with the ongoing public float threshold
- If relying on the initial prescribed threshold, issuers should disclose the minimum public float percentage
- If relying on alternative threshold or bespoke ongoing public float, issuers should disclose both the actual public float percentage and market value for each relevant month
- Annual reports
- Issuers must confirm compliance with the ongoing public float threshold and disclose the actual public float percentage
- If relying on the initial prescribed threshold, issuers should disclose the minimum public float percentage
- All issuers must provide statements on share ownership composition and share capital structure
- If relying on alternative threshold or bespoke ongoing public float at any time within the financial year, issuers should disclose the actual public float market value for each relevant month and include a commentary on all material changes to public float levels during the financial year.
Key takeaways
The new framework reflects the Exchange’s commitment to maintaining orderly trading while supporting evolving market needs. By allowing alternative public float thresholds, issuers that have grown significantly since listing can strike a better balance between capital management and compliance with their current market conditions. However, issuers with smaller market capitalisation should be especially vigilant when relying on the alternative threshold. Market fluctuations could quickly bring their public float market value below HK$1 billion, triggering a shortfall.
