Listing day and continuing obligations are different tests
HKEX published its consultation conclusions on 17 December 2025. The ongoing regime took effect on 1 January 2026, replacing transitional arrangements. This is not a new November 2026 rule or a report of an issuer starting to trade.
This guide uses Chapter 13 of the consolidated rules linked from the current Main Board directory, focusing on Rules 13.32A to 13.32D for non-PRC issuers. PRC issuers are subject to Chapter 19A modifications, including distinct H-share provisions for issuers with other listed shares. Secondary listings and other special structures also need a separate scope check. See public float versus free float at listing for the initial regime. Do not carry the Rule 8.08A figures over to this test.
Two routes under Rule 13.32B
| Route | What the usual test checks | Evidence to retain |
|---|---|---|
| Initial Prescribed Threshold | Public holdings of at least 25% of issued shares of the class excluding treasury shares, or the lower minimum applicable at listing under Rule 8.08(1) | Listing documents, the applicable provision and any minimum specified in a waiver granted at listing |
| Alternative Threshold | Public holdings worth at least HK$1 billion and representing at least 10% of issued shares of the class excluding treasury shares | Public share count, same-class denominator, determination date and applicable volume-weighted average price |
The current rule uses “at least” for both figures. The issuer must meet both to rely on the Alternative Threshold. The HK$1 billion refers to the shares held by the public, not the company's total market capitalisation or its fundraising proceeds. Identify public holders using the applicable rules and facts; do not automatically classify all non-controlling shareholders, nominee accounts or tradable shares as public holdings.
Use the current public share count and the prior 125 trading days
Under Rule 13.32A, the market value of public float is the number of shares held by the public on the determination date multiplied by the class's volume-weighted average price over the immediately preceding 125 trading days. HKEX guidance GL121-26 illustrates dividing total turnover by total shares traded over the period, with adjustments for relevant corporate actions such as share splits and consolidations. It is not a simple average of closing prices or an average of public share counts over the window.
Suppose a non-PRC issuer relying on the alternative has 1 billion issued shares of the class excluding treasury shares, 120 million shares in public hands and a rule-based weighted price of HK$9. The percentage is 12% and the public float value is HK$1.08 billion, above both thresholds. Now suppose an ownership change reduces the public count to 105 million, with the denominator and price held constant for illustration. The percentage is still 10.5%, but the value is HK$945 million, so the two tests are no longer both met. This is hypothetical arithmetic, not a finding that any real transaction is permitted.
Switching thresholds has disclosure consequences
Under Rule 13.32C, a switch to relying on the alternative requires an announcement as soon as practicable, with reasons and the public float's market value and percentage at the latest practicable date. A switch back also requires a prompt announcement with reasons and the percentage. In the scope covered here, the alternative is unavailable before the shares have traded for 125 trading days since listing. If they were suspended for more than five consecutive business days in the reference period, an issuer intending to switch should consult the Exchange early; the Exchange may require a longer reference period.
Test transaction scenarios before the monthly return
Rule 13.32D requires public-float disclosures in monthly returns and annual reports, with the details varying by threshold and report. Before a contemplated buyback, allotment or material change in a major shareholder's position, record which shares would remain in public hands, what happens to the same-class denominator and treasury shares, and how sensitive the result is to price. Assign owners for register updates, price and corporate-action checks, and escalation to appropriate professionals. The monthly return is not a substitute for monitoring between reporting dates.
What founders can prepare before they are listed
Private teams should not turn continuing listing thresholds into targets for a private round. They can keep dated ownership records, closing evidence and the rights attached to each class. Jimhang Capital, founded by Justin Zhan, can discuss general project preparation and introductions using a non-confidential ownership outline and a specific question at justin@jimscapital.cn. This does not suggest that the firm acts as a sponsor, underwriter or regulatory adviser.
Site editorial analysis as of 8 November 2026. It is not a case-specific listing, continuing-compliance, transaction or investment opinion and does not promise listing or returns.