Author | Guo Fangxin, Li Xiaobei
Introduction
On December 1, 2025, a significant piece of news broke: According to the Hong Kong Stock Exchange (HKEX), HashKey, as one of the first licensed Virtual Asset Service Providers (VATP) in Hong Kong, has officially passed the listing hearing of the HKEX.
As early as a month or two prior, there were internal rumors in the market about HashKey preparing for an IPO. On December 1, HashKey passed the hearing and released the Post Hearing Information Pack (PHIP), leading many mainland readers to wonder: What stage is HashKey's IPO at?
From a legal perspective, the HKEX conducted a comprehensive due diligence and review of HashKey's basic information, including its underlying business structure, complex compliance system, financial status, and corporate governance structure, effectively recognizing HashKey's entry into the mainstream capital market, with only one step left to go before the IPO.
The PHIP released on the HKEX's disclosure platform is highly similar in content and information density to the traditional Prospectus that mainland readers are more familiar with, except for certain sensitive information that is not disclosed.
In the PHIP, we can see HashKey's key financial data, equity, and management structure, among other core information, which is crucial for understanding why HashKey is expected to become "the first crypto stock in Hong Kong."
Today, Crypto Law will provide a detailed legal interpretation of this "quasi-prospectus," hoping to offer valuable insights.
Compliance Structure Analysis
1. Regulatory Recognition Across Multiple Jurisdictions
HashKey's core narrative lies in its establishment of a cross-jurisdictional compliance framework globally. Crypto Law has previously stated that compliance is a relative concept; within a specific jurisdiction, business operations must continuously comply with local regulatory requirements to be considered compliant. Digital assets are fluid, and having only a Hong Kong license is clearly insufficient, especially since Hong Kong has strict liquidity controls for exchanges. Recently, there has been some relaxation, allowing exchanges to connect with overseas liquidity, but there are still strict limitations on overseas countries and exchange qualifications. For more details, see Crypto Law: "In-depth Policy Interpretation by Web3 Lawyers | New Regulations for Virtual Asset Trading Platforms in Hong Kong (Part 1): Circular on Sharing Liquidity by Virtual Asset Trading Platforms."
Thus, most platforms face compliance issues because they must provide services globally while only registering a company and applying for a license in a specific region. In response, HashKey's solution is to establish entities in various global financial centers and hold local licenses to meet regulatory requirements. The PHIP shows that HashKey's business footprint covers major financial centers in Asia and globally, including Hong Kong, Singapore, Japan, Bermuda, the UAE, and Ireland, and it has obtained licenses in these locations. This is based on extremely high legal operational costs and governance capabilities, expanding the legal matrix globally rather than simply "collecting stamps" by applying for licenses in various places.
2. Proactive Compliance in Technology and Internal Controls
The PHIP indicates that HashKey's arrangements for asset custody and platform operations are largely consistent with Hong Kong's regulatory framework.
The document shows that HashKey has stringent measures in place for client asset management, repeatedly emphasizing that the client asset custody structure is completely separate from the company's own assets, forming an independent system; client digital assets are primarily stored in cold wallets, with 96.9% of platform assets held in cold wallets as of September 30, 2025; other common compliance measures include using multi-signature approval processes and holding client fiat assets in independent trust accounts, among others.
Additionally, unlike other licensed exchanges in Hong Kong, HashKey Group has developed a "regulatory-friendly" Ethereum Layer 2 expansion network—HashKey Chain. Its positioning is not aimed at retail users or general decentralized applications but is specifically designed as infrastructure to provide compliance services for institutions. The PHIP also mentions that HashKey Chain has been selected by major financial institutions as the underlying system for tokenized securities.
The document indicates that compliance was considered during the protocol design phase of HashKey Chain, meaning that the issuance, transfer, and settlement on this chain must adhere to predefined rules, with the transparency, auditability, and penetrability valued by the Hong Kong government directly supported by the underlying infrastructure.
As a result, enterprises do not need to build complex systems from scratch, and HashKey Chain can meet regulatory requirements without the enterprise bearing the development costs of technical compliance, accelerating the adoption of compliant digital assets across the traditional financial industry.
3. Disclosure of Governance Structure
The complete disclosure of HashKey's corporate governance structure in the PHIP is a relatively rare aspect mentioned in other documents.
First, from a corporate form perspective, HashKey Holdings is an exempt company registered in the Cayman Islands. The document begins by listing the applicable Cayman Islands Companies Law, Hong Kong Companies Ordinance, and Corporate Governance Code, which determines that its overall governance structure is built to meet the standards set by the HKEX for listed companies.
For example, the PHIP discloses that the post-listing board will consist of one executive director, one non-executive director, and three independent directors, with the audit committee entirely composed of independent directors. This is a standard structure for listed companies but is not common in Web3 companies. HashKey's ability to reach this stage, while its governance structure may seem unremarkable, is crucial from a legal perspective.
Significance
The discussion surrounding HashKey's IPO is particularly significant due to the uniqueness of its legal identity. Crypto Law has noted that there is often a comparison between HashKey and OSL in the market, debating who is the "first crypto stock in Hong Kong." From a legal perspective, OSL did not hold a VATP at the time of its IPO, while HashKey is indeed the first company attempting to enter the traditional capital market with a VATP license, thus carrying clear regulatory and industry signaling significance.
In Crypto Law's view, HashKey's advancement in Hong Kong is primarily driven by strong external motivation and clear internal development aspirations.
The Hong Kong government is currently in a window period for crypto policies. We believe that Hong Kong is undoubtedly a pilot bridge for virtual assets in China, and the Hong Kong government may also need a successful compliance case to showcase its achievements. As a benchmark for Hong Kong VATPs, if HashKey can successfully go public, it essentially conveys the message that Web3 and compliance are not in conflict and can be achieved through institutionalization.
Of course, from a business perspective, while compliance is crucial, the costs of compliance are also substantial. Bearing legal obligations under multiple national regulatory frameworks, including ongoing risk control, AML/KYC, cybersecurity, technical security, and audit costs, requires continuous funding support. The risk factors section of the PHIP clearly states that the platform may face regulatory scrutiny, investigations, and enforcement actions during its operations, which could lead to significant time investments and "huge legal and compliance costs." HashKey needs to continuously bear these obligations, not just make a one-time investment.
Moreover, being able to gain institutional-level trust and global reputation through an IPO is far more attractive to traditional financial institutions seeking stable and secure partners than a private exchange.
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