On 24 July 2026, the Stock Exchange of Hong Kong Limited published Guidance Letter HKEX-GL122-26 on digital asset-related activities.1 The letter responds to a growing number of listed issuers engaging in activities from digital asset investment and stablecoin issuance to tokenisation and blockchain platform development. It defines digital assets by three limbs: digital representation of value, primary dependence on cryptography and distributed ledger or similar technology, and use for payment, investment or access to goods or services, with tokenised real-world assets, stablecoins and cryptoassets such as Bitcoin as the non-exhaustive examples.2 Its central subject is the digital asset treasury company: the listed vehicle, observed in overseas markets, whose principal business is accumulating digital assets, either without other substantive operations or with operations unrelated to the holdings.3 The Exchange's position on that model is now formal, and closed in both directions: at the listing gate, and through the continuing-obligation machinery for issuers already listed. The letter formalises the position set out in the Exchange's November 2025 Listing Regulation and Enforcement Newsletter guidance and codifies an enforcement posture already in operation.4
The Stock Exchange of Hong Kong has issued its definitive statement on digital asset-related activities by listing applicants and listed issuers. Guidance Letter HKEX-GL122-26 declares DAT-model applicants unsuitable for listing, arms the Exchange with the sufficiency-of-operations, cash company and reverse takeover rules against listed issuers converting into digital asset holders, subjects digital asset acquisitions and disposals to Chapters 14 and 14A, exempts regulated stablecoins classified as cash equivalents, prescribes the disclosure content for treasury and tokenisation activity, and sets custody-grade internal control expectations for every issuer that holds digital assets.\
The gate: DAT applicants are not suitable for listing
For new applicants, the rule is unqualified. An applicant whose business primarily involves the buying and holding of digital assets “will unlikely be considered as having a business suitable for listing” under Chapter 8 of the Listing Rules.5 The cash company considerations apply in parallel at the application stage. The Exchange then names the vehicle it will accept: SFC-authorised exchange-traded funds investing in digital assets may list under Chapter 20. The channelling is deliberate. Public market exposure to digital assets in Hong Kong runs through the authorised fund wrapper, with SFC product regulation, mandated custody and disclosure, not through corporate structuring. The warning completing the perimeter: a DAT-like model must consider whether it constitutes a collective investment scheme under the Securities and Futures Ordinance, and an unauthorised offering of CIS interests to the Hong Kong public may be unlawful.6 The DAT that cannot list as a company and does not authorise as a fund has no lawful route to the Hong Kong retail investor.
The three rules that catch the converting issuer
Sufficiency of operations. An issuer must carry on a business of substance, viable and sustainable, to warrant continued listing.7 In that assessment, digital assets acquired or disposed of for investment purposes are treated like securities: assets unrelated to the principal business, normally excluded. An issuer that adopts a DAT model, holding digital assets unrelated to its operations or without substantive operations at all, will not be considered to have a business of substance suitable for listing. The consequence is suspension of dealings or cancellation of the listing. The investment holdings do not count toward substance; they subtract from it.
Cash company classification. Digital assets held for investment purposes will likely fall within “cash and/or short-term investments” for the purposes of the cash company rule.8 A listed issuer whose assets consist wholly or substantially of cash and short-term investments is not suitable for listing, and substantial digital asset holdings, aggregated with other cash and short-term investments, raise the concern directly. The assessment is principle-based, weighing business, operations, financial position and the reasons for holding the assets. The consequence is severe by design: trading is suspended, because investors would be trading on the cash box itself, and the suspension lifts only on demonstration of a suitable business, assessed as a new listing application with a new listing document.9
Reverse takeover and circumvention. The acquisition routes are equally barred. A listed issuer acquiring a significant business holding wholly or substantially digital assets, where its existing principal business would become immaterial, faces treatment of the transaction as a reverse takeover, with full new-applicant compliance.10 And where an issuer proposes a large-scale issue of new securities for cash to acquire or develop a new business as a means of circumventing the new listing requirements, the Exchange may refuse listing approval for the new shares. The letter applies the prohibition expressly to the signature DAT manoeuvre: an issuer that issues a substantial amount of new shares and applies the proceeds to digital asset acquisitions, transforming itself into a digital asset holder without other substantive business, may fall within it. Every door into DAT status from an existing listing, organic conversion, acquisition and equity-funded accumulation, now has a rule standing in it.
Chapter 14 discipline, and the regulated stablecoin carve-out
Acquisitions and disposals of digital assets are transactions within Chapters 14 and 14A of the Main Board Listing Rules, regardless of whether conducted for investment, treasury or shareholder-distribution purposes.11 Size tests determine disclosure and shareholder approval; same-type acquisitions or disposals within twelve months are aggregated. The letter then forecloses the workaround the market would have reached for: an advance “blanket approval” from shareholders, with no key transaction terms, to acquire or dispose of digital assets over an extended period is “generally not acceptable”, because shareholders cannot make an informed voting decision on transactions without terms. Advance mandates with key terms will be examined cautiously and refused where they exhibit characteristics of abuse.
The exemption is as significant as the rule. Digital assets classified as cash or cash equivalents on the issuer's financial statements which are central bank digital currencies, or other digital representations of monetary value authorised or prudentially supervised by a central bank, monetary authority or competent regulator, designed primarily for payment or settlement and redeemable at par in the relevant fiat currency, are not normally Chapter 14 transactions. The Exchange's own example is any stablecoin licensed under Hong Kong's Stablecoins Ordinance.12 The consequence is structural: for a listed issuer, transacting in a Cap. 656-licensed stablecoin is moving cash, while transacting in an unlicensed stablecoin is a notifiable transaction with size tests, announcements and potential shareholder votes. The Listing Rules now carry a compliance-cost differential that points every listed corporate treasury toward the licensed instrument.
The disclosure standard: substance, not press releases
Section C sets the recommended disclosure wherever disclosure is otherwise required or volunteered: a detailed description of the activities and the roles of key parties; the strategy and the board's explanation of why the proposal serves the issuer and its shareholders, with the expected funding source; management's expertise in the proposed activities; the material risks and mitigations; the risk management and internal control systems, including custody and security arrangements; the applicable legal and regulatory requirements and confirmation of compliance; and the timeline with key milestones.13 Substantial acquisitions demand more: assets integral to operations require disclosure of their specific business purpose and deployment schedule, while treasury or investment holdings require the overall treasury strategy, the role of digital assets within it, any investment limits or caps, and the source of funds including external financing. Tokenisation of real-world assets carries its own five-item schedule: token issuer identity, the underlying assets and their custody, the rights attached including redemption, the trading arrangements and platform, and the principal terms.14 The anti-hype rules close the section: no disclosure that misleads or creates unrealistic expectations, particularly for preliminary or conceptual proposals, and no generic or boilerplate descriptions of rationale or integration. The era of the share-price announcement that a listed issuer is “exploring blockchain” is, on this letter, over.
Distributions, continuing disclosure and custody-grade controls
Distributions of digital assets in specie must treat all shareholders fairly and equally; the Exchange will have concerns where objectives are unclear, no reasonable cash alternative is offered, some shareholders are regulatorily ineligible, or doubt exists whether shareholders can hold title and realise value given the tokens' market accessibility and liquidity.15 Equity issuance to fund digital asset acquisitions carries the Section C disclosure into the fundraising announcement, use of proceeds must be reported in subsequent annual reports with the assets acquired and their deployment, and a holding of a single digital asset at five per cent or more of total assets at year end triggers the significant investment disclosure regime.16
Section E converts custody practice into a listing expectation. Issuers must maintain risk management and internal controls commensurate with the activities: assessment of applicable law, SFC and HKMA licensing and AML/CFT requirements across jurisdictions; delegated supervision by designated staff with expertise, with approval thresholds and maximum risk exposure set against volatility and liquidity risk; due diligence and ongoing monitoring of counterparties and service providers, including licensing status; safeguarding of the assets, with seeds and private keys securely stored, restricted to authorised personnel, protected against fraud and collusion, and backed up against single points of failure, bearer-form assets warranting more robust safeguards; and escalation processes putting red flags before the board, with triggers for involving auditors on impairment and legal advisers on ownership, transferability and enforceability.17 This is a custody standard written into listing guidance, and it is the standard against which a future suspension decision, or a director's conduct, will be measured.
Assessment
First, Hong Kong has closed the DAT route, and the closure is architectural. The overseas playbook, a listed shell accumulating digital assets and trading as a leveraged proxy, is barred at the listing gate by suitability, and barred post-listing by the sufficiency, cash company and reverse takeover rules operating in combination. Reports that the Exchange had questioned multiple would-be DAT converters and approved none preceded this letter; GL122-26 does not announce a policy, it publishes one already being enforced.4 The design channels public-market digital asset exposure into SFC-authorised ETFs: Hong Kong has decided the fund wrapper, not the corporate wrapper, is the retail vehicle for digital assets, and the Listing Rules now enforce that decision.
Second, the regulated stablecoin carve-out is industrial policy written into listing rules. Paragraph 23 makes the Cap. 656-licensed stablecoin the only digital asset a listed issuer can transact in as freely as cash. Every treasurer weighing settlement instruments now faces a Listing Rules cost on the unlicensed alternative. The provision recruits the listed market's treasury activity into the adoption base for Hong Kong's licensed stablecoin regime without a single new obligation, only an exemption placed with precision.
Third, the letter completes a three-layer Hong Kong architecture. The instrument layer is the Stablecoins Ordinance; the product layer is SFC authorisation of digital asset funds; the issuer layer is now GL122-26. Each layer routes digital asset activity toward a licensed or authorised form, and the RMIC section extends the discipline to the corporate balance sheet itself, importing private-key governance and bearer-asset custody standards into the continuing obligations of every listed issuer that holds a token. The letter does not override the Listing Rules and issuers may consult the Listing Division confidentially on its interpretation,1 but its direction admits no ambiguity: digital asset activity by Hong Kong listed issuers is permitted, disclosed, controlled and supervised, and the treasury-company shortcut is not part of it.
What issuers and applicants should do
Listed issuers holding or contemplating digital assets should size holdings against the cash company and sufficiency thresholds now; classify every planned acquisition or disposal under Chapter 14 with twelve-month aggregation in view; abandon blanket-mandate proposals and structure approvals around key terms; align treasury policy with the paragraph 27 disclosure schedule; and build the Section E control file, with the private-key and counterparty-diligence records a suspension review would demand. New applicants with material holdings should structure them as demonstrably integral to an operating business, or expect the DAT analysis. Issuers evaluating stablecoin settlement should price the Chapter 14 differential in favour of Cap. 656-licensed instruments. The full guidance materials are consolidated on the Exchange's rulebook portal, alongside the continued-listing suitability guidance in HKEX-GL96-18.
Charltons advises on Hong Kong listing regulation, digital asset structuring for listed issuers and Stablecoins Ordinance compliance. Contact us to discuss your position under GL122-26.
Notes
1. HKEX Guidance Letter HKEX-GL122-26, Guidance on digital asset-related activities, July 2026. The letter states that it does not override the Listing Rules and is not a substitute for advice from qualified professional advisers; in any conflict the Listing Rules prevail, and the Listing Division may be consulted on a confidential basis for interpretation. References to Main Board Rules carry GEM equivalents throughout.
2. GL122-26 paragraphs 4 to 5. The definition is for Listing Rules purposes only: a token that is a security remains fully subject to the securities regime.
3. GL122-26 paragraph 6. The DAT descriptor captures both variants: the pure vehicle with no substantive operations apart from holding digital assets, and the operating company whose holdings are unrelated to its business, the conversion path an existing issuer would take.
4. Bloomberg reporting of October 2025 recorded that the Exchange had questioned at least five listed companies planning DAT pivots, granting no approvals; the Listing Regulation and Enforcement Newsletter Issue 13 (November 2025) carried the precursor guidance.
5. GL122-26 paragraph 7; Main Board Rules 8.04 and 8.05C. Suitability is discretionary, over and above the objective conditions: a DAT applicant cannot engineer around it with financials.
6. GL122-26 paragraph 8. A collective investment scheme under the Securities and Futures Ordinance (Cap. 571) arises broadly where contributions and profits are pooled and managed by another; unauthorised offering of CIS interests to the Hong Kong public engages section 103 of the SFO, a criminal provision.
7. GL122-26 paragraphs 9 to 12; Main Board Rules 13.24(1), 13.24(2) and 6.01. The Exchange's continued-listing suitability approach is in HKEX-GL96-18; sufficiency guidance in HKEX-GL106-19.
8. GL122-26 paragraphs 13 to 15; Main Board Rule 14.82 and Note 2: “short-term investments” are securities held for investment or trading, readily realisable or convertible into cash. Chapter 21 investment companies and Chapter 18B SPACs sit outside the rule by design.
9. GL122-26 paragraph 16; Main Board Rule 14.84. A suspended cash company must present a business satisfying the Exchange as if on a fresh application, with a new listing document, returning a digital asset vehicle to the paragraph 7 suitability bar it could not pass directly.
10. GL122-26 paragraphs 17 to 19; Main Board Rule 14.06D (restriction on large-scale issues of securities for cash to acquire a new business circumventing new listing requirements) and the reverse takeover regime, on which see Guidance Letter HKEX-GL104-19.
11. GL122-26 paragraphs 20 to 22; Main Board Rules 14.33 and 14A.32; aggregation under Rules 14.22 and 14A.81. Chapter 14A applies where the counterparty is a connected person, importing independent shareholder approval.
12. GL122-26 paragraph 23 and footnote 16. The carve-out has three cumulative conditions beyond balance-sheet classification: authorisation or prudential supervision by a central bank, monetary authority or competent financial regulator; design primarily for payment or settlement; and redeemability at par in the relevant fiat currency. The Hong Kong example given is any stablecoin licensed under the Stablecoins Ordinance (Cap. 656), in force since August 2025 with the HKMA as licensing authority.
13. GL122-26 paragraphs 24 to 26. Section C applies only where disclosure is otherwise required or volunteered; once engaged, Rules 2.03 and 2.13 govern: accurate, complete in all material respects, not misleading or deceptive, concise and in plain language.
14. GL122-26 paragraph 27. The letter's examples of integral use: in-game rewards on a gaming platform; tokens paying transaction fees and executing smart contracts for a Web3 developer. Everything else defaults to the treasury schedule.
15. GL122-26 paragraphs 30 to 31; Main Board Rule 2.03. A compliant token distribution requires eligibility across shareholder jurisdictions, demonstrable title transfer and a liquid realisation path, failing which a cash alternative is the answer the Exchange expects.
16. GL122-26 paragraphs 32 to 34; Main Board Rule 13.28; Appendix D2 paragraphs 11, 32(4) and (4A).
17. GL122-26 paragraphs 35 to 36; Corporate Governance Code MDR paragraph H and Principle D.2; the expectations track licensed-platform custody standards.
