Capital Markets Quarterly - April 2026
2026-04-23

Howse Williams’ Capital Markets Quarterly aims to provide you an overview of the various regulatory and market updates in the first quarter of 2026, with summaries of some of the key amendments in the rules and guidelines, as well as important decisions made by the regulatory authorities in Hong Kong. We will also highlight some of the major market transactions over the last 3 months.

 

A) Regulatory Updates

 

The Stock Exchange of Hong Kong Limited (the "Exchange")

 

Consultation paper on listing framework competitiveness review  

 

On 13 March 2026, the Exchange published a consultation paper seeking market feedback on a set of proposals to enhance the competitiveness of Hong Kong's listing framework (the “Consultation Paper”).

 

The Exchange's proposals seek to foster a more inclusive and dynamic market environment, offering a broader range of investment opportunities to support the needs of both investors and issuers. Key measures include optimising the weighted voting rights listing requirements, and enhancing the pathway for overseas listed issuers to list in Hong Kong, amongst other recommendations.

 

A copy of the Consultation paper is available here.

 

The Listing Committee 2025 Report

 

On 16 March 2026, the Exchange published its Listing Committee Report for 2025, which includes a review of the committee’s work during the year and an overview of its policy agenda for 2026 and beyond.

 

In 2025, the Listing Committee considered 133 listing applications, in addition to hearing 26 disciplinary cases and 15 review cases. The Exchange welcomed 119 new listings, representing a 68 per cent increase from 2024. This included some of the world’s largest IPOs of 2025, major A-to-H listings, 16 Biotech Companies and five Specialist Technology Companies, as well as new listings of international companies. During the year, the Exchange expanded the number of Recognised Stock Exchanges in Southeast Asia by adding the Stock Exchange of Thailand to the list. At the same time, it observed strong post-IPO follow-on activities, including the issuance of equity and equity-linked securities of significant size.

 

To support high-quality technology-driven businesses in their listing applications, the Exchange and the Securities and Futures Commission jointly announced the launch of a dedicated Technology Enterprises Channel (TECH) to support Specialist Technology Companies and Biotech Companies through the listing process and provided these companies with a new confidential filing option and facilitated their listings with a weighted voting right (WVR) structure.

 

To ensure its listing and ongoing regulatory framework remains open, transparent and fit for purpose, the Exchange implemented amendments to the Listing Rules to optimise IPO price discovery and open market requirements, and concluded enhancements to its ongoing public float regulatory framework to increase issuers’ flexibility in capital management. As part of the Exchange’s ongoing efforts to streamline the listing process, the Exchange also adopted proposals to expand the paperless regime, enabling issuers to use digital communication and payment technologies, and introduced the new AI-powered Annual Report Explorer to support issuers on their compliance journey.

 

Looking ahead, the Exchange will be finalising its proposals to enhance the competitiveness of its listing framework based on the market feedback, and will also conclude its consultation on enhancing Hong Kong’s structured products listing regime (Chapter 15A of the Main Board Listing Rules). In view of stakeholder feedback, the Exchange also intends to consult the market on alternative platforms for trading, as well as to initiate a review of the listing regimes for SPACs and Specialist Technology Companies.

 

A copy of the report is available here.

 

Amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")

 

In March 2026, the Exchange have amended the Listing Rules to facilitate: the implementation of Uncertificated Securities Market (“USM”), the establishment of the HKEX Issuer Access Platform (“IAP”); and housekeeping Rule amendments.

 

The amended Main Board Listing Rules will take effect from the following dates:

 

  • Part A: the day on which section 7 of the Securities and Futures and Companies Legislation (Amendment) Ordinance 2021 comes into operation – for the implementation of USM.

 

  • Part B: the day of the official launch of the IAP – for the IAP Rule amendments; and

 

  • Part C: 31 March 2026 – for the housekeeping Rule amendments.

 

A copy of the amendments to the Listing Rules is available here.

 

Update to Guidance Letter, FAQs and Guide for New Listing Applicants (“Guide”)

 

Updated FAQs

 

The FAQs on public float requirement (FAQ7 – No.2-5), the FAQs on first-time director training requirement (FAQ1.1 – No.4) and the FAQs on company secretary with multiple appointments and consequential amendment to the Corporate Government Guide for Board and Directors (FAQ 1.2 – No.3 and FAQ 17.1– No.8) have been published and updated to offer guidance to issuers on the Exchange’s practices and procedures.

 

The Exchange’s Disciplinary Actions

 

In the first quarter of 2026, the Exchange published sanctions in 10 cases which involve (i) transactions involving connected parties or failure to disclose and comply with procedural requirements, and (ii) directors’ failure to safeguard listed issuer’s interests, discharge directors' duties and obligations under the Listing Rules and cooperate in investigations, and (iii) deficiencies in the listed issuer’s internal controls and risk management systems. Listed issuers should exercise caution and put in place proper check and balance, and transaction monitoring mechanisms.

 

News release date

 

Issuer/ directors involved – summary of conduct

19 Mar 2026

A Former Director of China Longevity Group Company Limited (formerly known as Sijia Group Company Limited) (Stock Code: 1863)

  • As part of an investigation into, amongst other things, whether the Director had discharged the duties and obligations under the Listing Rules, the Division sent investigation and reminder letters to the Director. The Director did not respond to the Division’s enquiries.

  • The Listing Committee found as follows: The Director breached the Listing Rules by failing to cooperate with the Division in the investigation; and the Director’s failure to discharge the responsibilities under the Listing Rules was serious.

  • A director unsuitability statement and censure were made against the former executive director

17 Mar 2026

Enterprise Development Holdings Limited (Stock Code: 1808), Six Directors and a Subsidiary’s Director

  • The listed issuer was found to have repeatedly breached the announcement, circular and/or shareholders’ approval requirements under the Listing Rules in respect of the Subsidiary’s securities dealings between June 2023 and October 2025. This was attributed to:

  • the failure of the listed issuer’s directors to properly monitor or supervise the securities investment business of the Subsidiary and procure the listed issuer to have in place adequate and effective controls and procedures to ensure that the Subsidiary’s securities dealings were conducted in full compliance with Listing Rules; and

  • the failure of the Subsidiary’s sole director, to report the securities dealings to the Board of the listed issuer in a timely manner, and/or adopt a systematic approach to keep track of all securities dealings.

  • The securities dealings in question constituted one very substantial disposal, five major transactions and disclosable transactions.

  • At the material time, the Subsidiary’s securities investment business was material to the listed issuer.  The listed issuer’s directors and the Subsidiary’s Director were aware of the possible Listing Rule requirements applicable to the securities dealings. However, they failed to take adequate action to ensure compliance with the Listing Rules.

  • Censure were made against the six directors and the subsidiary director, it was further directed that each director attends 18 hours of training on regulatory and legal topics and Listing Rule compliance.

12 Mar 2026

Ye Xing Group Holdings Limited (Stock Code: 1941) and Two Current Directors

  • The listed issuer, and two directors were found to have breached the Listing Rules in respect of, among others, connected transactions between the listed issuer and its parent group, ultimately owned by one of the directors.

  • Between May 2020 and February 2021, the listed issuer’s subsidiaries agreed to provide certain agency services to its parent group and, to secure the exclusive rights of providing such services, paid refundable and non-refundable deposits to the parent group. The refundable deposits were partly secured by the parent group’s immovable properties under a pledge agreement.

  • A subsidiary of the parent group ended up owing to the listed issuer refundable deposits of RMB38.5 million upon expiry of the relevant agency agreements. Subsequently, in September 2021, the parent group disposed of that subsidiary without informing the listed issuer, which discovered the disposal in mid-January 2022.

  • In April 2022, the listed issuer agreed to partially offset against the outstanding refundable deposits by acquiring some car parking spaces from the parent group, leaving a balance of RMB30.6 million. This amount was fully impaired in the listed issuer’s 2022 annual results after the listed issuer found that the pledge agreement had not been registered and was therefore unenforceable.

  • The relevant transactions constituted connected transactions, an advance to an entity, and a discloseable transaction. However, the listed issuer failed to comply with the announcement, circular and independent shareholders’ approval requirements under the Listing Rules. The listed issuer’s Listing Rule breaches were caused by the two current directors’ failure to discharge their director’s duties.

  • Censure were made against the listed issuer and the two directors, it was further directed that the two directors attend 24 hours of training on regulatory and legal topics and Listing Rule compliance.

3 March 2026

CHK Oil Limited (Stock Code: 632) and a Former Director

  • The listed issuer was found to have breached the Listing Rules for publishing financial results and reports which were materially inaccurate, incomplete and/or misleading. In this connection, the former director was found to have failed to report issues relating to the listed issuer’s material assets including the loss of such assets to the listed issuer’s board of directors, audit committee and auditors for more than two years.

  • The listed issuer, via a subsidiary, held an exploitation interest in certain oil and gas fields in the United States under leases with a local governmental bureau, which were held by production.  By way of written orders, the bureau required restoration of oil production under some of the leases in June 2022 and, due to a lack of response to such requirements, terminated the leases in November 2022. At the material time, the former director was aware of the written orders and the termination but did not escalate them to the listed issuer’s board of directors, which first became aware of them only in August 2024.

  • There were multiple occasions on which the former director could and should have reported the written orders and termination to the listed issuer’s board of directors, audit committee and auditors.  However, he did not do so. He allowed the listed issuer to continue booking the relevant leases in its financial statements after he was aware that the leases, which were material assets of the listed issuer, had been terminated and the termination had had a material impact on the financial position of the listed issuer and its subsidiaries. Evidence shows that the failure to exclude the terminated leases from the listed issuer’s balance sheets had caused an overstatement of the total assets by about 65.5% and 58.1% for the years ended 31 December 2022 and 2023 respectively. This shows that the relevant published financial statements were materially inaccurate, incomplete and/or misleading.

  • The former director was found to have delegated and relied on a staff member of the relevant subsidiary to handle issues relating to the leases and deal with the relevant government personnel. However, he failed to ensure that the staff member was sufficiently competent to handle the matters. After the delegation, he also failed to actively monitor and supervise the staff member by acquiring and maintaining sufficient knowledge of their status and developments.

  • Censures were made against the listed issuer and the former director, and a Prejudice To Investors’ Interests Statement was further imposed against the former director.

27 January 2026

A Former Director of Skyfame Realty (Holdings) Limited (Stock Code: 59)

  • As part of an investigation into whether the listed issuer and/or its directors had committed offences contrary to the Securities and Futures Ordinance (SFO), the Securities and Futures Commission (SFC) sent interview and investigation notices and reminder emails to the former director. The former director did not respond to SFC’s requests and enquiries.

  • Upon the SFC’s referral, the Division conducted an investigation concerning whether the former director failed to respond to the SFC, and whether he had discharged his duties and obligations under the Listing Rules. The Division sent investigation and reminder letters to him. The former director did not respond to Exchange’s enquiries.

  • A Director Unsuitability Statement and censure was imposed against the former director.

22 January 2026

A Former Director of Jiayuan International Group Limited (Delisted, Previous Stock Code: 2768)

  • The Exchange conducted an investigation into the discharge of directors’ duties by the former director. As part of the investigation, the Exchange sent investigation and reminder letters to him. He did not respond and failed to cooperate in the investigation.

  • A Director Unsuitability Statement and censure was imposed against the former director.

22 January 2026

A Former Director of Jiayuan Services Holdings Limited (Stock Code: 1153)

  • The Exchange conducted an investigation into the discharge of directors’ duties by the former director. As part of the investigation, the Exchange sent investigation and reminder letters to him. He did not respond and failed to cooperate in the investigation.

  • A Director Unsuitability Statement and censure was imposed against the former director.

20 January 2026

Sterling Group Holdings Limited (Stock Code: 1825) and Three Directors

  • The listed issuer was found to have breached the Listing Rules in relation to financial assistance it provided to (i) a customer, (ii) the CEO and director and (iii) a director, all of whom being its connected persons.  This was caused by the failure on the part of the three directors to procure the listed issuer to comply with the applicable announcement, circular and independent shareholders’ approval requirements under the Listing Rules.

  • The parties explained that the customer, which had been a customer of the Group for decades, encountered liquidity issues at the material time, and that the transactions were intended to provide financial support (including supporting the customer’s IPO application) for the customer to raise the necessary capital to revitalise its operations and in turn enhance the listed issuer’s recoverability of outstanding receivables from the customer.

  • The parties acknowledged their failure to identify that at the time of some of the transactions, the customer was a connected person of the listed issuer under the Listing Rules as the owner of the customer was a director of the listed issuer within 12 months before the relevant transactions, hence the above financial assistances provided to the customer and the sales of inventories to it during the relevant period were connected or continuing connected transactions subject to the Listing Rule requirements. 

  • Censures were made against the listed issuer and the three directors, it was further directed that the three directors attend 24 hours of training on regulatory and legal topics and Listing Rule compliance.

15 January 2026

Two Former Directors of Regal Partners Holdings Limited (formerly known as Morris Home Holdings Limited) (Stock Code: 1575)

  • The Exchange found that the two former directors failed to cooperate in its investigation, in breach of the Listing Rules.

  • The two former directors were involved in two separate investigations conducted by the Exchange in relation to the listed issuer.

  • In January 2025, the Exchange imposed a Prejudice to Investors' Interest Statement and a public censure against the two former directors for their breach of directors’ duties and obligations under the Listing Rules regarding a guarantee provided by a subsidiary of the listed issuer to secure a sum owed by one director’s privately-held company to a third party in October 2021. The two former directors cooperated with the Exchange in this investigation.

  • After the conclusion of investigation into the guarantee, the Exchange became aware of allegations of other possible breaches of the Listing Rules by the listed issuer’s directors, and conducted a separate investigation in the matter.

  • As part of the second investigation, the Exchange sent investigation and reminder letters to each of the two former directors. One director only responded to some but not all of the Exchange’s enquiries and failed to provide his up-to-date contact information as requested. The other director did not provide any substantive response to the Exchange’s enquiries.

  • A Director Unsuitability Statement and censure was imposed against each of the former directors.

13 January 2026

Starjoy Wellness and Travel Company Limited (formerly known as Aoyuan Healthy Life Group Company Limited) (Stock Code: 3662) and 15 Directors of Starjoy Wellness and Travel Company Limited and/or China Aoyuan Group Limited (Stock Code: 3883)

  • This case concerns the provision of RMB3.3 billion financial assistance by Starjoy Wellness to its then listed controlling shareholder, China Aoyuan, without complying with the Listing Rules. The financial assistance was provided through 147 transactions taking place between 1 January 2021 and 31 March 2022 when China Aoyuan was facing an imminent liquidity issue.

  • Starjoy Wellness’ Rule breaches were caused by the directors’ failure to discharge their directors’ duties. In particular:

  • The former chairman, being the mastermind behind the financial assistance, a former non-executive director and a former director each approved a majority of the relevant transactions, without seeking approval from the board of Starjoy Wellness and procuring Starjoy Wellness to comply with the announcement, circular and independent shareholders’ approval requirements under the Rules.  When giving the approval, they were aware of China Aoyuan’s liquidity issue and that the financial assistance would cause significant liquidity pressure on Starjoy Wellness.

  • Being a director of both Starjoy Wellness and China Aoyuan, the former chairman and the former non-executive director each failed to avoid or manage conflicts of interest and duty, and put the interests of China Aoyuan above those of Starjoy Wellness. The former director gave his approval simply because the former chairman had approved the same, without regard to the interests of Starjoy Wellness.

  • Two other directors, not being found to be involved in approving the relevant transactions, were, or at least ought to be, aware of the relevant transactions but did not take any or sufficient action to safeguard Starjoy Wellness’ interests or procure Starjoy Wellness’ compliance with the Rules.

  • All the directors joined in this disciplinary action failed to ensure that China Aoyuan and/or Starjoy Wellness had in place adequate and effective internal controls.   

  • Censures were made against the listed issuer and 14 directors and criticise one INED of China Aoyuan. In addition to a public censure, Director Unsuitability Statements was imposed against the former chairman of Starjoy Wellness and former vice chairman of China Aoyuan. A further Prejudice to Inventors' Interests statement was imposed to two directors of Starjoy Wellness, one also being the CFO of China Aoyuan.

  • The Exchange criticises the current INED of China Aoyuan, and further directed training on regulatory and legal topics and Listing Rule compliance.

 

Securities and Futures Commission (the “SFC”)

 

Takeovers Bulletin No. 76

 

Engagement of suitable professional advisers

 

When guiding their clients in complying with the Codes, advisers should exercise independent judgment and professional assessment of the implications of the Codes for the transaction in question, rather than simply acting as a middleman to relay their clients’ requests or copying inapplicable precedent disclosures. As stated in section 1.7 of the Introduction to the Codes, if the Executive considers that a financial adviser is not able to meet the expected standard, it may not allow that adviser to act in that capacity.

 

Failure to adhere to the requirements of the Codes is likely to result in longer processing time and could lead to disciplinary action against relevant parties. It is in the best interest of an offeror and the offeree company to seek advice from professionals with relevant expertise and experience early in the preparation process and retain them for guidance throughout the transaction.

 

Settlement agreement in relation to certain dealings in shares of Giordano International Limited (stock code: 709)

 

On 16 February 2026, the SFC announced a settlement with Sino Wealth International Limited (Sino Wealth) and Clear Prosper Global Limited (Clear Prosper), both subsidiaries of Chow Tai Fook Nominee Limited (CTFN), under section 12.3 of the Introduction to the Codes concerning the dealings of the relevant concert group in Giordano shares.

 

As set out in the Executive Statement, the Executive considered that (i) CTFN and two Giordano shareholders, namely Best Sincere Limited and Firstrate Enterprises Limited, are concert parties in relation to Giordano for the purpose of the Codes; and (ii) the number of Giordano shares held by the concert group had crossed 30% on 18 May 2016 and exceeded 50% on the closing date of the voluntary general offer announced by Clear Prosper in 2022 (2022 VGO), taking into account shares owned by the concert group and shares tendered by accepting shareholders.

 

Under the settlement, Sino Wealth and Clear Prosper have agreed to make cash payments to independent Giordano shareholders as at 18 May 2016 and 13 September 2022 based on the differences between the benchmark prices and $3.60 per share (the highest purchase price under Rule 26.1) or $1.88 per share (the offer price for the 2022 VGO). Subject to the number of successful claims received by the independent adjudicator, the agreed payments may potentially involve up to approximately $1.5 billion.

 

A copy of the Takeovers Bulletin is available here.

 

B) Market Update

 

There were 39 new Main Board applications accepted by the Exchange and 190 IPOs launched in the first quarter of 2026 that consists of a diverse range of businesses. Examples of some of the recent Main Board listings are:

 

Issuer

Description

Guangdong Huayan Robotics Co Ltd, (formerly Shenzhen Han's Robot Co Ltd
(Stock Code: 1021)

A China-based company primarily engaged in the research and development of collaborative robotics. Its retail offering was over-subscribed by 5,059 times with estimated net proceeds from the IPO of approximately HK$1.48 billion. To date, its market capitalisation is approximately HK$9.09 billion.

 

Beijing Haizhi Technology Group Co Ltd
(Stock Code: 2706)

A China-based company primarily engaged in offering industry-level artificial intelligence (AI) solutions. Its retail offering was over-subscribed by 5,065 times with estimated net proceeds from the IPO of approximately HK$655.4 million. To date, its market capitalisation is approximately HK$21.0 billion.

 

FS.Com Ltd
(Stock Code: 3355)

A China-based company mainly engaged in providing direct to consumer (DTC) network solutions. Its retail offering was over-subscribed by 1,580 times with estimated net proceeds from the IPO of approximately HK$1.56 billion. To date, its market capitalisation is approximately HK$16.4 billion.

 

Busy Ming Group Co Ltd

(Stock Code: 1768)

A China-based company mainly engaged in the retail business of food and beverages. Its retail offering was over-subscribed by 1,899 times with estimated net proceeds from the IPO of approximately HK$$3.53 billion. To date, its market capitalisation is approximately HK$76.1 billion.

 

MiniMax Group Inc

(Stock Code: 100)

A holding company primarily engaged in the business of large-scale artificial intelligence (AI) models. Its retail offering was over-subscribed by 1,837 times with estimated net proceeds from the IPO of approximately HK$4.60 billion. To date, its market capitalisation is approximately HK$291.5 billion.

 

Shenzhen Edge Medical Co Ltd

(Stock Code: 2675)

A China-based company principally engaged in designing, developing and manufacturing surgical robots. Its retail offering was over-subscribed by 1,092 times with estimated net proceeds from the IPO of approximately HK$1.12 billion. To date, its market capitalisation is approximately HK$18.45 billion.

 

 

 

About Us

 

Howse Williams is a leading, full service, Hong Kong law firm. We combine the in-depth experience of our lawyers with a forward thinking approach.

 

Our key practice areas are corporate/commercial and corporate finance; commercial and maritime dispute resolution; clinical negligence and healthcare; insurance, personal injury and professional indemnity insurance; employment; family and matrimonial; trusts and wealth preservation; wills, probate and estate administration; property and building management; banking; fraud; distressed debt; investment funds; virtual assets; financial services/corporate regulatory and compliance.

 

As an independent law firm, we are able to minimise legal and commercial conflicts of interest and act for clients in every industry sector. The partners have spent the majority of their careers in Hong Kong and have a detailed understanding of international business and business in Asia.

 

Disclaimer: The information contained in this article is intended to be a general guide only and is not intended to provide legal advice. Please contact [email protected] if you have any questions about the article.