Hong Kong – HKEX Revises Ongoing Public Float Requirements: What Listed Issuers Need to Know.
Introduction
On 17 December 2025, The Stock Exchange of Hong Kong Limited (“HKEX”) published its consultation conclusions on ongoing public float requirements, confirming amendments to the related Rules Governing the Listing of Securities on the HKEX (the “Listing Rules”). The amendments will take effect on 1 January 2026.
The revised framework introduces a market value-based alternative ongoing public float threshold, bespoke ongoing public float requirements for PRC issuers with other listed shares (including A+H issuers), enhanced disclosure obligations and a recalibrated enforcement approach to public float shortfalls. For listed issuers, while these changes offers greater flexibility for post-listing capital management—particularly for issuers with concentrated shareholdings or those contemplating share buybacks, it comes at the cost of heightened compliance burdens. The new regime calls for enhanced internal monitoring systems, regular reporting, more frequent public disclosures, and a delisting framework for prolonged non-compliance.
Overview of ongoing public float thresholds
The key reforms adopted for ongoing public float requirements are summarised as follows:
| Issuer category | Ongoing public float requirement | Key provisions |
| General issuers | Maintain the public float percentage prescribed at listing (typically 25%, or a lower percentage accepted by HKEX) | Main Board Listing Rule 8.08(1)(d); GEM Listing Rule 11.23(10) |
| Issuers relying on alternative threshold | Public float of at least 10% and market value of at least HK$1 billion | Main Board Listing Rule 13.32B(2); GEM Listing Rule 17.37B(2) |
| PRC issuers with other listed shares (e.g. A+H issuers) | H shares in public hands of at least 5% of the total issued shares in the relevant class or market value of at least HK$1 billion | Main Board Listing Rule 19A.28B(2); GEM Listing Rule 25.21B(2) |
Alternative ongoing public float threshold
Under the amended Listing Rules, all issuers must initially maintain a public float of at least (a) 25% of the total issued shares (excluding treasury shares); or (b) any lower percentage prescribed at listing (the “Initial Prescribed Threshold”). However, an issuer may elect to comply with an alternative ongoing public float threshold instead of the percentage threshold prescribed at listing, provided it maintains a public float of at least 10% of total issued shares meeting a market value threshold of not less than HK$1 billion (these thresholds are collectively referred to in this article as the “Market Value Thresholds“). Such alternative may suit issuers with high market capitalisations but concentrated shareholdings. However, reliance on this threshold carries exposure to share price volatility, as a sustained price decline could result in non-compliance.
An issuer that switches from its initial prescribed public float threshold to the alternative threshold is required to announce such change as soon as practicable, including its reasons and details of its public float percentage and market value at the time of the announcement.
Reliance on the alternative threshold is subject to eligibility conditions. In particular, an issuer may only rely on it only when its shares have been listed and traded for a period sufficient to enable the market value of the public float to be determined by reference to historical trading prices, with the reference period and calculation methodology set out in HKEX Guidance Letter GL121-26 (the “Guidance Letter”).
PRC issuers with other listed shares (A+H issuers)
Under the new public float requirement regime, PRC issuers with other listed shares, including A+H issuers, are subject to a bespoke ongoing public float regime. Under this regime, such issuers must ensure that H shares held by the public either represent at least 5% of the total issued shares of the relevant class (excluding treasury shares), or meet the Market Value Threshold of not less than HK$1 billion. PRC issuers without other listed shares remain subject to the general ongoing public float framework and may elect to rely on the alternative ongoing public float threshold once eligible. A+H issuers may wish to consider the interplay between their A-share and H-share capital structures when assessing compliance. Given that the 5% threshold is calculated by reference to total issued shares in the relevant class, corporate actions affecting the H-share capital base, such as H-share placements or conversions, will directly impact the issuer’s ability to satisfy this requirement.
Determination of public float market value
Where an issuer relies on a Market Value Threshold, the amended Listing Rules require the issuer to determine whether the applicable market value limb is satisfied. The detailed methodology for calculating public float market value, including the use of a rolling volume-weighted average price and adjustments for corporate actions, is set out in the Guidance Letter.
Issuers relying on Market Value Thresholds shall ensure that internal calculations are aligned with the guidance and that appropriate controls, such as daily or weekly tracking mechanisms, are in place to monitor compliance on an ongoing basis. Issuers may also consider establishing internal early warning thresholds to allow sufficient time to take remedial action before a formal shortfall arises.
Enhanced reporting and disclosure obligations
The new regime substantially expands issuers’ ongoing disclosure obligations in relation to public float compliance, key reporting and disclosure obligations are summarised as follows:
| Reporting obligation | Monthly returns | Annual reports |
| Confirmation of compliance with the applicable ongoing public float requirement | All issuers | All issuers |
| Minimum public float percentage threshold | Issuers relying on the Initial Prescribed Threshold | Issuers relying on the Initial Prescribed Threshold |
| Actual public float percentage | Issuers relying on the Market Value Thresholds | All issuers |
| Actual public float market value | Issuers relying on the Market Value Thresholds | Issuers relying on the Market Value Thresholds |
| Share ownership composition | Not applicable | All issuers |
| Share capital structure | Not applicable | All issuers |
In addition to the reporting items set out above, where an issuer has relied on a market value-based threshold at any time during a financial year, additional month-by-month disclosures and commentary on all material changes to their public float levels during the financial year in the annual report are required. These obligations apply on an ongoing basis and are intended to enable more timely and transparent monitoring of public float compliance.
Public float shortfalls and regulatory consequences
An issuer that fails to meet the applicable ongoing public float requirement is in breach of the amended Listing Rules. Upon becoming aware of a public float shortfall, the issuer must publish an announcement within one business day, disclosing the extent of the shortfall, the reasons for non-compliance and a plan and expected timetable for restoring compliance.
During the period of non-compliance, the issuer is required to publish monthly updates on the status of its restoration plan and must not take any action that would further reduce the public float, except in exceptional circumstances accepted by HKEX. HKEX will generally not suspend trading solely due to a public float shortfall where these requirements are met.
Significant public float shortfall and delisting framework
The amended Listing Rules introduce the concept of a “Significant Public Float Shortfall”. Where such shortfall occurs, HKEX will require immediate disclosure and will append a “-PF” marker to such issuer’s stock short name.
If the issuer fails to restore its public float within 18 months (or 12 months for GEM issuers), HKEX may cancel the listing of its securities. The introduction of the “-PF” marker may pose a reputational risk for affected issuers, as it signals to the market that the issuer’s public float position is materially impaired.
Conclusion
The new regime places increased emphasis on continuous monitoring of public float levels and disciplined disclosure practices. Issuers may wish to evaluate whether reliance on the alternative threshold is appropriate given their shareholder structure, trading liquidity and exposure to market volatility. Issuers shall also ensure that internal processes are capable of accurately tracking changes in public shareholdings and supporting the expanded monthly and annual disclosure requirements.
The new ongoing public float framework reflects a shift by HKEX towards a more flexible but disclosure-led regulatory approach. While the introduction of a market value-based alternative threshold provides meaningful latitude for certain issuers, it is accompanied by enhanced transparency requirements and a clearly defined enforcement pathway.
For more information, please contact:
David Cheng, Partner, Bird & Bird
david.cheng@twobirds.com
