HKEX proposes raising major-transaction threshold from 25% to 50%

  • HKEX proposed reforms covering post-listing transactions, connected deals and spin-off listings.
  • The major-transaction size-test threshold would rise from 25% to 50%.
  • Spin-off applicants meeting specified conditions could self-assess without prior Stock Exchange approval.

Hong Kong Exchanges and Clearing Ltd. (HKEX) has published a consultation on the second phase of reforms to post-listing rules covering notifiable transactions, connected transactions and spin-off listings. The proposals would raise the major-transaction size-test threshold from 25% to 50%, expand the discloseable-transaction range from 5%-25% to 5%-50%, remove the profits ratio and very substantial transaction classifications, and revise the consideration-ratio calculation. HKEX also proposes raising the connected-subsidiary voting-rights threshold from 10% to 30%, allowing certain revenue-generating continuing connected transactions to use percentage-based annual caps, and permitting eligible issuers to self-assess spin-off compliance. The spin-off moratorium would fall from three years to one year, while qualifying issuers meeting Practice Note 15 and specified size and remaining-business tests would no longer need prior Stock Exchange approval. The consultation ends November 30. HKEX says greater flexibility would be balanced by timely disclosure, board accountability and investor protection.

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