What this guide covers
- Under HKEX Chapter 19C, an overseas issuer with a WVR structure needs a 2-year track record of good regulatory compliance plus either a HK$40 billion market capitalisation, or HK$10 billion market capitalisation and HK$1 billion revenue; an issuer without a WVR structure needs either a 5-year track record and HK$3 billion market capitalisation, or a 2-year track record and HK$10 billion market capitalisation.
- Before HKEX will grant a Chapter 19C secondary listing, the applicant's listing on its primary exchange must already have been granted, and the Exchange can refuse listing at its discretion if it believes the primary exchange cannot provide shareholder protection at least equivalent to Hong Kong's, or if the majority of worldwide trading would move to Hong Kong shortly after listing.
- An ASX Foreign Exempt Listing must be a foreign entity whose overseas home exchange is acceptable to ASX, subject to that exchange's listing rules; after admission it needs comply with only a limited, specified list of ASX Listing Rules rather than the full rulebook, relying instead on its home exchange's requirements.
- TSX will exempt an Eligible Interlisted Issuer, one listed on a Recognized Exchange with less than 25% of its trading volume on Canadian marketplaces in the prior 12 months, from applying TSX's own standards for security holder approval, prospectus offerings, private placements and several other transaction types, provided TSX accepts the transaction in advance and it complies with the Recognized Exchange's standards.
- Nasdaq's Rule 5600 Series corporate governance standards, covering matters such as a majority-independent board, an independent audit and compensation committee, and shareholder approval rules, apply to foreign private issuers, but the rules provide certain exemptions and phase-ins for foreign private issuers, letting them follow home country practice instead of parts of that series.
A secondary listing adds a second market without moving the first. The company keeps its primary listing, and the second exchange admits it on terms that lean on the rules it already answers to at home. Four exchanges publish such terms: HKEX in Chapter 19C of its Main Board Listing Rules1, ASX in its Foreign Exempt Listing category2, TSX through its exemptions for Eligible Interlisted Issuers3, and Nasdaq through the exemptions and phase-ins in its Rule 5600 Series for foreign private issuers4. We take them in turn.
Hong Kong: Chapter 19C
An overseas issuer seeking a secondary listing under Chapter 19C must demonstrate to the Exchange that it is both eligible and suitable for listing1. The order of events is fixed: listing on the issuer's primary exchange must have been granted before listing on HKEX can be granted1.
The Exchange also keeps an absolute discretion to refuse. Rule 19C.02A(1) lists five grounds: that listing is not in the public interest, that the primary exchange cannot provide shareholder protection standards at least equivalent to Hong Kong's, that waivers or exemptions leave the issuer subject to materially less stringent requirements than generally apply to entities of its nature on its primary market, that the application is an attempt to avoid the rules for a primary listing, or that the majority of its worldwide trading will take place in Hong Kong upon or shortly after listing1. The last ground matters for planning: a secondary listing is meant to remain secondary.
Eligibility turns on whether the issuer has a weighted voting rights (WVR) structure, and on two measures: a track record of good regulatory compliance, counted in full financial years on a Qualifying Exchange, and market capitalisation at the time of listing1:
- With a WVR structure: a record of at least two full financial years1, and either a market capitalisation of at least HK$40,000,000,000 at listing, or at least HK$10,000,000,000 at listing with revenue of at least HK$1,000,000,000 for the most recent audited financial year1.
- Without a WVR structure, Criteria A: a record of at least five full financial years and a market capitalisation of at least HK$3,000,000,000 at listing1.
- Without a WVR structure, Criteria B: a record of at least two full financial years and a market capitalisation of at least HK$10,000,000,000 at listing1.
A note to rule 19C.05A allows the track record criteria to be waived for a well-established applicant whose market capitalisation at listing is significantly larger than HK$10,000,000,0001.
Australia: the ASX Foreign Exempt Listing
An ASX Foreign Exempt Listing, one of ASX's three admission categories, is required to comply with the rules of its overseas home exchange and to release to ASX the information it releases there. Except to a limited extent, it will not normally be required to comply with the ASX Listing Rules2.
Rule 1.11 sets the admission conditions. The entity must be a foreign entity whose overseas home exchange is a stock exchange or market acceptable to ASX2. It must be subject to the listing rules, or their equivalent, of that home exchange, a condition ASX will not waive, and ASX must be satisfied that the entity complies with them2. An entity that is not a qualifying NZ entity must also pass either the profit test in rule 1.12 or the assets test in rule 1.132.
Under the profit test, operating profit before income tax for each of the last three full financial years must have been at least $200 million2. Under the assets test, at admission the entity must have net tangible assets of at least $2,000 million or a market capitalisation of at least $2,000 million2. The ASX rules print a plain dollar sign for these figures2.
After admission, rule 1.15 sets out the rules the entity must comply with, and states that it need not comply with the others: a specified list of individual rules from Chapters 2, 3, 4, 8, 12 and 15, Chapters 16 to 19, and any listing rules ASX specifies before or after admission2.
Canada: TSX and the Eligible Interlisted Issuer
TSX applies its relief after admission. Section 602.1 of the Company Manual, as amended in the Ontario Securities Commission's Notice of Approval of 6 November 2025, relieves an Eligible Interlisted Issuer from TSX's own standards on a list of transactions3. Subject to prior approval, and provided the transaction is completed in accordance with the standards of a Recognized Exchange, TSX will not apply its standards under Sections 604 (security holder approval), 606 (prospectus offerings), 607 (private placements), 608 (unlisted warrants), 610 (convertible securities), 611 (acquisitions), 612 (securities issued to registered charities), 613 (security based compensation arrangements) and 614 (rights offerings)3.
The exemption is claimed transaction by transaction. The issuer notifies TSX under Subsection 602(a), in a notice that meets Subsection 602(e) and adds three things: that it intends to rely on Section 602.1, the Recognized Exchange or Exchanges on which it is listed, and evidence that trading of its securities on all Canadian marketplaces in the 12 months immediately preceding the application was less than 25%3. TSX also requires evidence that the Recognized Exchange or relevant regulator has accepted the transaction, or confirmation from qualified local legal counsel that it complies with that exchange's rules and applicable law3. The press releases for the transaction must disclose that the issuer intends to rely, or has relied, on the exemption3.
United States: Nasdaq and the foreign private issuer
Nasdaq requires listed companies to meet the corporate governance standards in its Listing Rule 5600 Series, and states that certain exemptions and phase-ins to those requirements apply to limited partnerships, foreign private issuers, initial public offerings and controlled companies4.
The board must have a majority of independent directors (Rule 5605(b))4. The audit committee must consist solely of independent directors who also satisfy SEC Rule 10A-3, with at least three members (Rule 5605(c))4. The compensation committee must consist solely of independent directors, with at least two members (Rule 5605(d))4. Shareholder approval is generally required before securities are issued in connection with certain acquisitions, equity-based compensation, a change of control, or a 20% Issuance at a price below the Minimum Price (Rule 5635)4.
For a foreign private issuer, those exemptions and phase-ins mean parts of the series may not apply as written4. The Continued Listing Guide names the categories of relief, not the terms of each4, so confirm the terms against the Rule 5600 Series with counsel before sizing a board to them.
The next step
Ask your company secretary and your broker for three documents. First, confirmation of the date your primary listing was granted, since HKEX will not grant a secondary listing before it1. Second, the compliance record for the last five full financial years, because Criteria A in Hong Kong counts five and Criteria B and the WVR route count two1. Third, the trading volume of your securities by marketplace for the last 12 months, the figure TSX measures against its 25% line3. Set those beside your current market capitalisation and last audited revenue and pre-tax profit, and the Hong Kong floors1 and the ASX tests2 will show which of the four doors is open on this year's numbers.
Sources
- HKEX, Main Board Listing Rules, Chapter 19C, Equity Securities: Secondary Listings of Overseas Issuers (PDF dated 3 June 2024)
- ASX, ASX Listing Rules, Chapter 1: Admission (rules dated 1 December 2019)
- Ontario Securities Commission, Notice of Approval: Amendments to the Toronto Stock Exchange Company Manual (6 November 2025)
- Nasdaq, Continued Listing Guide (August 2026)
General information drawn from the public sources above, checked on 15 September 2026. Not legal, financial or investment advice, and not an offer of securities. Rules change; confirm the current text with the exchange or your adviser.
Next in this stage: Hong Kong's specialist technology chapter (18C)