买壳上市（Reverse Takeover, RTO）是拟上市公司通过收购香港联合交易所（以下简称"联交所"）上市公司（"壳公司"）的控制 权，将自身资产注入壳公司，从而间接实现上市的过程。由于港交所对反向收购（RTO）的监管趋严（视为新上市处理），其 审批流程与披露要求较普通并购更为严格。以下从流程框架、核心审批节点、披露要点及关键注意事项展开说明： 3. 尽职调查：排查风险的关键环节 尽职调查是买壳成功的核心保障，需覆盖法律、财务、业务三大领域： 一、买壳上市的基本逻辑与监管定位 根据联交所《上市规则》（以下简称《规则》），若收购事项导致壳公司的主营业务发生根本变化（如注入新资产占比超过壳 公司原有资产的100%），或控制权变更后注入大量新资产，将被认定为反向收购（第14.07条）。此时，联交所将按新上市标准 审批，要求拟注入资产符合IPO的盈利、市值、公众持股量等要求。 二、买壳上市的核心流程与审批节点 买壳上市的流程可分为前期准备、壳公司筛选、尽职调查、交易谈判、监管审批、披露及后续整合六大环节，其中监管审批与 信息披露是关键门槛。 1. 前期准备：明确目的与中介选聘 2. 寻找与筛选壳公司：关注"干 ...

Group 1 - The Hong Kong Stock Exchange remains closed on February 18, with both southbound and northbound trading suspended [1]

Core Viewpoint - The Hong Kong stock market showed strong performance in January, with high trading activity expected to continue, leading to anticipated growth in the performance of the Hong Kong Stock Exchange (HKEX) [1][2]. Market Performance - The Hong Kong stock market continued its upward trend, with the Hang Seng Index and Hang Seng Tech Index increasing by 6.9% and 3.7% respectively compared to the end of 2025 [1]. - The average daily trading (ADT) for HKEX in January was HKD 272.3 billion, representing a month-on-month increase of 46.4% and a year-on-year increase of 89.3% [1]. - Northbound trading ADT reached HKD 407.7 billion, with month-on-month and year-on-year increases of 77.5% and 122.6% respectively [1]. - Southbound trading ADT was HKD 121.3 billion, with month-on-month and year-on-year increases of 45.0% and 96.2% respectively [1]. Derivatives Market - The futures average daily volume (ADV) was 658,000 contracts, showing month-on-month and year-on-year increases of 27.3% and 11.9% respectively [1]. - The options ADV was 1,048,000 contracts, with month-on-month and year-on-year increases of 27.4% and 21.3% respectively [1]. - As of the end of January, the ADT for structured products was HKD 22 billion, with month-on-month and year-on-year increases of 47.7% and 91.0% respectively [1]. IPO Market - In January, the IPO scale in the Hong Kong stock market reached HKD 41.7 billion, with month-on-month and year-on-year increases of 58% and 598% respectively [2]. - A total of 13 new stocks were listed in January, with new structured products also seeing significant increases in numbers [2]. Interest Rates - Investment income-related rates for HKEX showed a downward trend, with the 6-month HIBOR at 2.89%, down 0.10 percentage points month-on-month [2]. Macro Environment - Domestic economic indicators showed a decline, with the manufacturing PMI at 49.30%, indicating a contraction [2]. - The U.S. job market showed improvement, with non-farm payrolls increasing by 130,000, which may affect interest rate expectations [2]. Investment Outlook - As of February 9, 2026, the company's PE ratio was 30.86x, indicating a reasonable valuation compared to historical levels [3]. - The company is expected to achieve revenues of HKD 30.1 billion, HKD 35.7 billion, and HKD 38.4 billion for 2025-2027, with corresponding net profits of HKD 17.7 billion, HKD 21.3 billion, and HKD 22.8 billion [3]. - The company is rated as a buy, with expectations of increased market liquidity and valuation due to ongoing policy support for the Hong Kong capital market [3].

高盛就港交所(0388.HK)发研报称，该公司股价年初至今持平，表现落后于恒生指数。这反映投资者对 证监会指出上市文件质素下降后，新股上市的步伐的忧虑；以及考虑到日均成交额基数相对较高及投资 收益下降，2026财年盈利增长前景温和对估值的忧虑。该行维持港交所"买入"评级，目标价546港元不 变。 ...

Core Viewpoint - Goldman Sachs reports that Hong Kong Exchanges and Clearing Limited (HKEX) has seen its stock price remain flat year-to-date, underperforming the Hang Seng Index, reflecting investor concerns over the quality of listing documents highlighted by the Securities and Futures Commission, as well as worries regarding the moderate earnings growth outlook for fiscal year 2026 due to high average daily trading volume and declining investment returns [1] Group 1 - HKEX's stock price has been flat year-to-date, underperforming the Hang Seng Index [1] - Investor concerns are driven by the Securities and Futures Commission's indication of declining quality in listing documents [1] - There are worries about the moderate earnings growth outlook for fiscal year 2026 due to high average daily trading volume and declining investment returns [1] Group 2 - Goldman Sachs maintains a "Buy" rating on HKEX with a target price of HKD 546 unchanged [1]

Core Viewpoint - Goldman Sachs reports that Hong Kong Exchanges and Clearing Limited (HKEX) stock price has remained flat year-to-date, underperforming the Hang Seng Index, reflecting investor concerns over the declining quality of listing documents as indicated by the Securities and Futures Commission, and worries about the moderate profit growth outlook for fiscal year 2026 due to high average daily trading volume and declining investment income [1] Group 1: Stock Performance and Valuation - The stock price of HKEX has been flat year-to-date, lagging behind the Hang Seng Index [1] - Goldman Sachs maintains a "Buy" rating for HKEX with a target price of HKD 546 unchanged [1] - The firm estimates that excluding investment income, HKEX's earnings will grow by 12% annually from fiscal years 2025 to 2027, with a price-to-earnings ratio relative to earnings growth rate of 2.9 times, consistent with regional peers [1] Group 2: Market Activity and Earnings Forecast - Since February, the pace of new listings has been rapid, with new companies listed in 2026 showing strong stock performance, averaging a 64% increase [1] - Goldman Sachs expects HKEX to announce a net profit of HKD 3.9 billion for the fourth quarter of fiscal year 2025, which is 1% higher than previous forecasts and represents a 2% year-on-year increase [1] - The forecast for earnings excluding investment income is expected to grow by 14% year-on-year to HKD 2.9 billion [1]

Core Viewpoint - Goldman Sachs reports that Hong Kong Stock Exchange (HKEX) stock price has remained flat year-to-date, underperforming the Hang Seng Index, reflecting investor concerns over the decline in the quality of listing documents as pointed out by the Securities and Futures Commission, and worries regarding the moderate profit growth outlook for FY2026 due to high average daily trading volume and declining investment income [1] Group 1: Stock Performance and Market Sentiment - HKEX stock price has been flat year-to-date, lagging behind the Hang Seng Index [1] - Investor concerns are driven by the decline in the quality of listing documents and the pace of new listings [1] - The average daily trading volume is relatively high, contributing to worries about declining investment income [1] Group 2: Earnings Outlook and Valuation - Goldman Sachs maintains a "Buy" rating for HKEX with a target price of HKD 546 unchanged [1] - Despite concerns, there is optimism due to a rapid pace of new listings since February, with new listed companies showing strong stock performance, averaging a 64% increase [1] - Excluding investment income, HKEX is expected to see annual profit growth of 12% from FY2025 to FY2027, with a price-to-earnings growth ratio of 2.9 times, in line with regional peers [1] Group 3: Upcoming Financial Results - HKEX is scheduled to announce its Q4 FY2025 results on the 26th [1] - The expected net profit for Q4 is HKD 3.9 billion, which is 1% higher than previous forecasts and represents a 2% year-on-year increase [1] - Profit excluding investment income is anticipated to grow 14% year-on-year to HKD 2.9 billion [1]

Group 1 - The mid-term outlook for the Singapore Exchange is improving due to favorable policy factors [1] - The Monetary Authority of Singapore has increased the funding for the "Stock Market Development Plan" from SGD 5 billion to SGD 6.5 billion, with SGD 3.95 billion already allocated [1] - The next tranche of funding is expected to be released around mid-2026, which should help fund managers increase their exposure to Singapore stocks and improve market liquidity [1] Group 2 - The government has convened a "Growth Capital Working Group" to strengthen Singapore's position as a growth capital hub [1] - These initiatives are expected to support both primary market issuances and secondary market trading on the Singapore Exchange [1] - RHB has raised the target price for the stock from SGD 18.50 to SGD 19.00 while maintaining a neutral rating [1]

Investment Rating - The report maintains a "Buy" rating for Hong Kong Exchanges and Clearing Limited (388 HK) with a target price of HKD 542 [7]. Core Insights - The report anticipates a decline in average daily trading (ADT) leading to a 24% quarter-on-quarter drop in net profit for 4Q25, with total revenue expected to be HKD 6.456 billion, reflecting a 17% decrease from the previous quarter [1][5]. - Despite the expected short-term challenges, the report suggests that factors such as the appreciation of the Renminbi, potential interest rate cuts by the Federal Reserve, and a strong IPO market will support liquidity in the Hong Kong stock market, benefiting the exchange's performance and valuation [1][2]. Summary by Sections Trading - The report estimates trading revenue for 4Q25 at HKD 42.1 billion, a 16% decrease quarter-on-quarter, primarily due to a 20% decline in ADT to HKD 2.298 billion [2]. - Southbound trading activity has also decreased, with a 31% drop in southbound ADT to HKD 529 billion, accounting for 23% of total ADT [2]. IPO Market - The IPO market remains robust, with 50 IPOs expected in 4Q25, raising HKD 980 billion, compared to 25 IPOs and HKD 790 billion in the previous quarter [3]. - The report highlights a strong pipeline of high-quality IPOs, with 395 companies currently awaiting approval [3]. Investment Income - Net investment income is projected to decline by 32% quarter-on-quarter to HKD 6.97 billion due to changes in margin rebate calculations and a high overnight HIBOR environment [4]. - The report notes that the reduction in margin requirements may also lead to a contraction in the investment income base [4]. Profit Forecast and Valuation - The report adjusts the net profit forecasts for 2025, 2026, and 2027 to HKD 171 billion, HKD 185 billion, and HKD 188 billion respectively, with a target price based on DCF methodology set at HKD 542 [5][14].

Core Viewpoint - The Hong Kong IPO market is experiencing a surge, and the Hong Kong Stock Exchange (HKEX) is considering allowing more companies to submit IPO applications confidentially to maintain its leading position as a global listing center [1] Group 1: Proposed Changes - The proposal aims to expand the scope of confidential applications beyond just technology and biotech sectors to include traditional industries [1] - A market consultation document is expected to be released by HKEX by the end of February, which will include these suggestions [1] - The content and timing of the document may be adjusted around the Lunar New Year holiday and the upcoming fiscal budget announcement [1] Group 2: Current Confidential Application Criteria - Currently, only overseas-listed companies with a market capitalization of at least 10 billion HKD and strong performance, as well as biotech or advanced technology companies, can submit confidential IPO applications [1] - This confidentiality is intended to protect research-intensive companies from the risks associated with early disclosure [1] - Other issuers are required to disclose detailed business overviews, audited financial statements, and equity structures months before listing, which has deterred some companies concerned about the uncertainty of the listing window [1] Group 3: Regulatory Response - The Hong Kong Securities and Futures Commission (SFC) declined to comment on the matter but stated it will continue to work closely with HKEX to explore measures to enhance the competitiveness of the Hong Kong listing market [1] - The goal is to ensure that Hong Kong remains the preferred listing destination for quality enterprises [1]