Read the status before interpreting the opportunity
On 21 September 2026, HKEX published Phase II of its listing-framework competitiveness consultation, covering post-listing notifiable transactions, connected transactions and spin-offs. Responses are due on 30 November 2026. Its announcement links greater transactional flexibility with disclosure and board accountability. See the official HKEX announcement.
This article considers preparation as of 10 October 2026. It does not present proposals as effective rules or interpret this post-listing review as a general relaxation of IPO eligibility for startups. Listed companies and their professional advisers must establish the rules applicable to an actual transaction.
Transaction ratios are not the stake being purchased
The consultation summary proposes raising the general major-transaction materiality threshold from 25% to 50%, alongside enhanced announcement disclosure. The increase would not apply to financial assistance or securities and other investment activities. These are percentage ratios for classifying transactions, not simply the percentage ownership acquired in a target.
That is one proposal, not a complete rules summary. A founder should not infer an exemption from disclosure or approval merely because a buyer proposes taking a minority stake. Nor should a possible future procedural change be described in fundraising materials as an already-secured exit route.
Define what the counterparty would actually buy
The worksheet below is editorial preparation, not an HKEX disclosure checklist or legal determination.
| Object of discussion | Scope to establish first | Common information mismatch |
|---|---|---|
| A company or an equity interest | Entity, ownership, debt and business perimeter | Presenting group-wide revenue as the target entity's revenue |
| A business or an asset | People, contracts, technology, equipment and obligations | Treating capabilities dependent on another team as independently deliverable |
| A licence or commercial partnership | Permitted use, delivery responsibilities and term | Describing a collaboration proposal as a company acquisition |
For projects spanning Hong Kong and Shenzhen, R&D, sales, manufacturing and IP may sit within different entities or contractual arrangements. Map the actual relationships instead of silently combining them in one company profile. Appropriate professionals should review whether contracts, licences or rights can be transferred; a commercial conversation alone does not resolve this.
Bring numbers back to a consistent period and perimeter
Start with a non-confidential data index: identify the entity, period, currency, underlying record and verification owner for each number, and flag management estimates. An index is not permission to give every potential buyer unrestricted access. Establish sharing authority, confidentiality arrangements and necessary scope before disclosing material.
Consider a hypothetical presentation using trailing-twelve-month revenue, a separate table for the previous financial year and a forecast that includes unsigned orders. Each may have a purpose, but they should not be combined into a growth curve without explaining the differences. This example uses no real company data and makes no valuation or return judgment.
Research and engineering teams should retain dates and versions when connecting technical evaluations, customer-use records and financial figures. Explaining differences is more reliable than producing apparently consistent information whose origins cannot be traced.
Separate price, conditions and completion
A headline price in negotiations can be only a starting point. Ask what is fixed at signing, what remains conditional, who receives payment and what must happen before completion. These are preparation questions, not conclusions about the legal effect of any clause.
In an entirely fictional discussion, the parties might mention a base amount plus a future performance-linked payment. Adding those amounts and announcing a completed exit before the conditions are settled would conceal what has not happened. Describe commercial cooperation, document signing, satisfaction of conditions and actual completion according to the evidence for each.
This complements our discussion of IPO proceeds versus company cash, but answers a different question. Here the focus is a potential transaction's perimeter, evidence and conditions. We are not counting new listings or predicting deal success rates.
Start a specific project discussion with Jimhang Capital
Jimhang Capital and founder Justin Zhan focus on connections within Hong Kong and the Greater Bay Area startup ecosystem. A team can begin with a concrete question: is its missing piece engineering validation, commercial evidence or an opportunity to understand a potential industrial partner's needs? Resource introductions and any support are scoped individually, without presuming acquisition or investment interest.
Send a non-confidential project outline and the issue you want to discuss to justin@jimscapital.cn. This article does not imply Jimhang Capital's participation in the consultation, any listed-company transaction or regulatory work. It promises no acquisition, financing or listing outcome.
Editorial research as of 10 October 2026, not transaction, securities, legal, tax or personalised investment advice. Consultation conclusions, implementation dates and transaction classifications require separate verification. Consult appropriately qualified professionals where needed.