摘要

港交所2026年7月的《上市监管及规则执行通讯》是一份很实用的年中提醒。若干市场基础设施和监管措施已经由咨询、指引阶段进入执行阶段；同时，港交所亦再次强调，企业管治、财务汇报、审计监督及内部监控仍然是重点监管范围。

最需要发行人即时跟进的事项包括：新的每手买卖单位框架、目前预计于2026年11月16日实施的无纸证券市场制度，以及香港交易所联讯通的登记及开立账户安排。这些事项不宜留待年报或下一次董事会会议才处理，而应作为内部执行项目及早规划。

1. Board lot framework: check before the next corporate action

The new board lot framework took effect from 2 July 2026 for applicable equities and REITs, subject to the applicable scope and exclusions under HKEx’s consultation conclusions. The board lot value floor guidance has been reduced from HK$2,000 to HK$1,000. A new board lot value ceiling guidance of HK$50,000 has also been introduced for applicable securities with board lot units exceeding 100 shares.

Board lot units will also be standardised in phases to one of eight options: 1, 50, 100, 500, 1,000, 2,000, 5,000 and 10,000 shares.

The framework is being implemented in two phases. During phase one, issuers are required to comply with the revised floor guidance and the new ceiling guidance, where applicable. During phase two, which is expected to begin with the USM implementation on 16 November 2026, issuers will be required to adopt one of the standardised board lot units within six months after completing their USM transition.

This may look technical, but it has practical consequences. Issuers planning a share consolidation, share subdivision, change in board lot size, rights issue or other corporate action where board lot or share capital changes may be relevant should consider the new framework at the structuring stage. Where possible, it may be cleaner to align any board lot change with another corporate action instead of handling it later as a standalone exercise.

2. USM regime: appointment of an Approved Securities Registrar is critical

The USM regime is currently targeted to go live on 16 November 2026, subject to the relevant legislative process. All issuers must appoint an Approved Securities Registrar by the USM implementation date. HKEx has indicated that failure to do so would result in suspension of dealings in the issuer’s securities.

Issuers incorporated in Bermuda, the Cayman Islands, Hong Kong or Mainland China should also review whether their constitutional documents or terms of issue need to be amended. Where amendments are required, they should be completed within one year from the USM implementation date or by the next annual general meeting, whichever is later.

There will also be transition announcements, a dedicated USM webpage, and a recommended moratorium period around the issuer’s USM participation date. Issuers should work with their registrar early to understand the transition timetable and avoid unnecessary corporate action conflicts.

3. HKEx IAP: settle access rights and approval flow early

HKEx IAP is moving into registration and onboarding. Issuers should start identifying internal users and assigning roles, including Administrator, Submitter and Approver. They should also review internal approval procedures and prepare the necessary onboarding documents, including board resolutions or equivalent authorisations.

Issuer registration is expected to start in October 2026 and will be rolled out in batches over around 10 months. Listing applicants with a hearing date on or after 1 October 2026 must complete onboarding two business days before listing.

The practical issue is not simply who has a login. The more important question is who is authorised to submit regulatory communications, who approves them, and how that approval is evidenced. A fast process should not become a loose process.

4. Auditor changes and fees: generic disclosure is not enough

HKEx remains concerned about issuers changing auditors close to, or after, the financial year-end, particularly where the stated reason is disagreement over audit fees. Late changes may place incoming auditors under time pressure and may raise concerns about audit quality, opinion shopping and weaknesses in governance or financial reporting.

Following the update to FAQ16 – No. 5, issuers are expected to agree audit fees at the time of appointment or re-appointment and disclose the agreed fee, either as a specific amount or as a range, together with the basis of determination and key assumptions.

Audit committees should avoid formulaic language. If audit fees have changed, the circular should explain the real drivers, such as changes in audit scope, business complexity, timetable, operations or other relevant developments. An overly broad fee range or a standard list of factors may not help shareholders understand the decision.

HKEx also warns that where an issuer’s conduct effectively causes an auditor to resign, this may amount to a “removal in disguise” and should be subject to shareholders’ approval. In these situations, the audit committee’s assessment of the incoming auditor’s capability, resources and audit plan should be carefully recorded and disclosed where required.

5. Annual reports and MD&A: tell investors what really happened

Financial reporting remains central to market transparency. HKEx noted that while most issuers published financial statements with unmodified audit opinions, a number of issuers still received disclaimer opinions solely due to going concern issues. Issuers in this position should clearly explain the assumptions and basis for their going concern assessment and the proposed remedial actions.

For MD&A, HKEx summarises good disclosure into four principles: breadth and depth, balance, connectivity and consistency. In practical terms, MD&A should not merely repeat the financial statements. It should explain what changed, why it changed, what management is doing, and how key risks may affect the business.

This is particularly relevant for issuers facing liquidity pressure, impairment, material investments, litigation, regulatory issues or a major change in business direction. A clear MD&A can help investors understand the business. A generic one may create more questions than it answers.

6. Chapter 21 investment companies: clearer safeguards expected

HKEx has reminded Chapter 21 investment companies that their principal activity is the deployment of shareholders’ funds through investment selection and portfolio management. HKEx expects clear investment policies, effective risk management over investment decisions, management with relevant expertise, and appropriate arrangements to safeguard assets.

These safeguards may include custodian or trustee arrangements where appointed, or clear alternative safeguards where no custodian or trustee is appointed on an ongoing basis.

Chapter 21 companies should review whether their annual reports clearly disclose their investment objectives, permitted investment scope, selection criteria, investment controls, and custodian or trustee arrangements. Where no custodian or trustee is appointed on an ongoing basis, the company should explain why and describe the alternative safeguards.

7. Risk management and internal controls: evidence matters

HKEx again highlights that weak risk management and internal control systems often sit behind Listing Rule breaches. Common risk areas include money lending, fund transfers, delegation and record keeping.

For boards, the key question is not whether the company has an internal control manual. The better question is whether the system works when a material transaction, payment, guarantee, loan, investment or connected party issue arises. In enforcement situations, records matter. A board may have acted responsibly, but if the process is not documented, it becomes much harder to show that each director discharged his or her duties.

Practical checklist for listed issuers

Frequently asked questions

Q1. Does every issuer need to change its board lot immediately?

Not necessarily. However, every issuer should review its current board lot value and consider the new framework before undertaking any capital action or board lot change.

Q2. Is USM only a registrar matter?

No. USM may involve the board, company secretary, registrar, legal advisers and finance team. Constitutional document amendments, announcements and website updates may also be required.

Q3. Can audit fees be disclosed as a range?

Yes, but the range should be meaningful. If the range is too wide, shareholders may not be able to understand the likely fee level or the basis for determining the fee.

Q4. What is the main internal control takeaway?

Escalation is critical. The right people should know about material transactions, fund transfers, guarantees, loans, investments and connected party dealings before the company is committed.

建议

The HKEx July 2026 update is a good opportunity for listed issuers to check whether their governance infrastructure is ready for the next stage of implementation. In our view, issuers should conduct a short readiness review covering board lot compliance, USM transition, HKEx IAP onboarding, auditor fee disclosure, annual report drafting and internal control escalation procedures.

If you would like to discuss how these regulatory changes may affect your company’s specific circumstances—whether in relation to board lot structuring, USM readiness, auditor engagement practices, annual report disclosures, or internal control enhancements—we would welcome the opportunity to assist.