Although the Hong Kong stock market has always adhered to the principle of “one share, one vote”, Mainland and overseas companies in the innovative sectors adopting the weighted voting rights (WVR) structure can also apply to list in Hong Kong if they meet the listing requirements.

Listing requirements

The WVR chapter (Chapter 8A) of the Listing Rules enables a company that adopts the WVR structure to apply for listing in Hong Kong if it meets the following requirements.

  • Business: Its core business must have applied new technologies, creative ideas or new business models that can differentiate it from existing competitors. It should also demonstrate that its success is attributable to its unique features and intellectual property. Moreover, R&D is a significant contributor of its expected value and most of the expenses must be used on R&D. The company should explain how the R&D contributes value to the company. Compared to the total value of its tangible assets, its market capitalisation or total value of its intangible assets is extremely high. Finally, the company must have a proven track record of high business growth.
  • Market capitalisation: The expected market capitalisation at listing must be no less than HK$10 billion. If the company has an expected market capitalisation less than $40 billion, it must have HK$1 billion in revenue for the most recent year.
  • WVR holders: They must be individuals whose skills, knowledge or strategic direction have contributed to the growth of the business. The WVR holder must be a director of the company at time of listing, and actively participates in an executive role within the business and has contributed significantly to the growth of the business.

In contrast with the "one share, one vote" principle, WVR companies will issue two types of shares: the ordinary shares held by general shareholders and shares with WVR usually held by the founders of the company. The voting power attached to WVR shares is greater than ordinary shares, which can be as much as 10 times.

The founder in theory only needs to hold 9.1% of the WVR shares to secure the majority voting rights of the company, which may lead to concern over shareholder rights and corporate governance.

Investor protection

  • Sunset: The higher voting power of the WVR beneficiaries such as the company founders will not exist indefinitely. When certain specific events take place, such as in the event of the demise of the founder, or if the founder is no longer a director of the company, is unable to perform the duties of a director, or no longer complies with the requirements on directors under the Listing Rules, their higher voting power will become void.
  • Important resolutions are decided on a "one share, one vote" basis: For certain major resolutions - such as the appointment and removal of Independent Non-Executive Directors (INEDs), or voluntary liquidation of a company - the voting of "one share, one vote" will be adopted, such that shareholders can exert their power to vote for or against major events.
  • Strengthened corporate governance: Every listed company must have a board of INEDs, who are responsible for monitoring the company’s most senior executives and the senior management. They are accountable to all shareholders of the company. For WVR companies, the appointment and removal of INEDs must be resolved by the "one share, one vote" basis to ensure the independence of INEDs. A corporate governance committee composed entirely of INEDs and chaired by an INED must also be set up. The corporate governance committee is responsible for monitoring whether the company has been acting in accordance with the interests of all shareholders, as well as review and monitor any conflict of interest or connected transactions between the company and the founder. It is a measure to prevent the interest of minority shareholders from being damaged.
  • Strengthened disclosure: There must be a warning “A company controlled through weighted voting rights” on the front page of all listing documents, periodic financial reports, circulars, notifications and announcements.
  • Stock marker: These companies must be prominently identified through a unique stock marker “W” at the end of their stock name.


July 2025