Cross-listings of Malaysian Real Estate Investment Trusts in Hong Kong

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23 Jul 2026

The Securities and Futures Commission (SFC) and the Securities Commission Malaysia (SC) entered into a Memorandum of Understanding Concerning Mutual Recognition of Covered Funds, and Simplified Dual IPO Listing Framework dated 23 July 2026 (MoU) to expand the scope of eligible products under the mutual recognition of funds (MRF) and strengthen cooperation between the two regulators.

In this circular, “Malaysian REIT” refers to a real estate investment trust (REIT) domiciled in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad (Bursa Malaysia) that is eligible for or has received SFC authorisation under MRF; and “Malaysian REIT Manager” or “REIT Manager” refers to a Malaysian management company that is eligible to manage Malaysian REITs.

General principles

MRF operates on the following principles in respect of SC-approved Malaysian REIT that is seeking or has received authorisation for offering to the public in Hong Kong:

(a) the Malaysian REIT shall meet the eligibility requirements in accordance with this circular and comply with all the applicable requirements set out in this circular (see below);

(b) the Malaysian REIT shall remain approved by the SC and be allowed to be offered, marketed and sold to retail investors in Malaysia;

(c) the Malaysian REIT shall operate and be managed in accordance with the relevant laws and regulations in Malaysia and its constitutive documents;

(d) the offering and sale of the Malaysian REIT in Hong Kong shall comply with the applicable laws and regulations in Hong Kong;

(e) where relevant, the Malaysian REIT and the Malaysian REIT Manager shall comply with the additional rules issued by the SFC governing the authorisation, post-authorisation and ongoing compliance in connection with the offering and marketing of the Malaysian REIT to the public in Hong Kong;

(f) the Malaysian REIT Manager of the Malaysian REIT shall ensure that investors in both Malaysia and Hong Kong receive fair treatment, including in respect of investor protection, exercise of rights, compensation and disclosure of information; and

(g) ongoing disclosure of information on the Malaysian REIT shall be made available to investors in Malaysia and Hong Kong at the same time (so far as is reasonably practicable given the different public holidays of the jurisdictions).

In general, REITs that are seeking or have received SFC authorisation for offering to the public in Hong Kong pursuant to section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (SFO) must comply with the Code on Real Estate Investment Trusts (REIT Code) issued by the SFC, as well as the circulars, guidelines and other requirements as may be issued by the SFC from time to time, together with the SFO, relevant Hong Kong laws and regulations.

Based on the principles set out above, a Malaysian REIT that complies with the relevant Malaysian laws and regulations as well as the requirements set out in this circular is generally deemed to have complied in substance with the relevant Hong Kong laws and regulations for the purpose of seeking the SFC authorisation for offering to the public in Hong Kong by way of a secondary listing on The Stock Exchange of Hong Kong Limited (SEHK). Such REIT will be eligible for a streamlined authorisation process. Malaysian REITs seeking a dual primary listing in Hong Kong would generally be required to fully comply with the REIT Code unless specifically waived, and should consult the SFC early for further guidance.

This circular sets out the requirements with which a Malaysian REIT must comply when applying for SFC authorisation pursuant to section 104 of the SFO for offering to the public in Hong Kong under the MoU by way of a secondary listing on SEHK. The SC has issued the applicable requirements with which an eligible Hong Kong real estate investment trust (Hong Kong REIT) must comply when seeking the SC’s approval for public offering in Malaysia under the MoU, as well as the requirements to be observed by the management company of a Hong Kong REIT and a Hong Kong REIT after obtaining such approval, as set out in the SC’s Guidelines for the Offering, Marketing and Distribution of Foreign Funds (OMDG), including paragraph 3.01(a), Part 1 of Appendix 1, and Appendix 5, of the OMDG.

Eligibility requirements

The Malaysian REIT must be established and domiciled in Malaysia and must be a REIT which is approved by the SC under section 214(1) of the Capital Markets and Services Act 2007 (CMSA) for public offering in Malaysia, primarily regulated by the SC, and primary listed on Bursa Malaysia. The Malaysian REIT must be subject to all applicable Malaysian laws and regulations as well as its constitutive documents.

The Malaysian REIT should have a market capitalisation of at least HK$3 billion (or its equivalent in Malaysian Ringgit) at the time of listing on SEHK with a track record of good regulatory compliance on Bursa Malaysia for at least five full financial years.A waiver of the listing track record criteria may be granted if the applicant is well established and has a sizeable market capitalisation at listing on SEHK. The majority of the Malaysian REIT’s worldwide trading should not take place in Hong Kong upon or shortly after its listing in Hong Kong.

At the time of listing on SEHK,

(a) there should be an adequate spread of holders of the securities to be listed; the number of unitholders will depend on the size and nature of the issue, but must be no less than 300 in all cases;

(b) not more than 50% of the securities in public hands can be beneficially owned by the three largest public unitholders; and

(c) the expected market value of the publicly-held securities of the Malaysian REIT for which listing is sought must be at least HK$125 million (or its equivalent in Malaysian Ringgit).

For listing by introduction of securities that are already listed on Bursa Malaysia, adequate and effective liquidity arrangements should be put in place to ensure an adequate supply of securities to meet the demand in the Hong Kong market. This may include, for example, providing batch transfer services and/or expedited transfer services, appointing designated securities dealers, incorporating features similar to the market making arrangements for exchange-traded products and providing investor education.

REIT manager

The Malaysian REIT must be managed by a Malaysian REIT Manager that is licensed by the SC to manage a Malaysian REIT in accordance with section 58(1) of the CMSA 1 .

The REIT Manager must undertake to the SFC that it will, upon request, provide the SFC with all books and records relating to the Malaysian REIT.

The REIT Manager must not have been the subject of any major regulatory or enforcement actions taken by the SC in the past three years or, if it has been established for less than three years, since the date of its establishment.

Trustee / custodian

The Malaysian REIT must have a trustee / custodian (REIT Trustee/Custodian) that is (a) qualified and approved by the SC to act as a trustee / custodian of a Malaysian REIT which has been approved by the SC for public offering in Malaysia and has a primary listing on Bursa Malaysia, and (b) prudentially regulated and supervised by the SC 1 .

Other requirements applicable to Malaysian REITs

To ensure proper investor protection and consistency with the existing Hong Kong regime for authorised REITs, all Malaysian REITs are also required to comply with the requirements set out in paragraphs 16 – 36 and 39 below, as well as the relevant requirements as set out in Annex A to this circular.

Approved person

The REIT Manager must nominate an individual for approval by the SFC as an approved person for the purposes of being served by the SFC with notices and decisions in respect of the Malaysian REIT and the issue of any related advertisement, invitation or document pursuant to sections 104(2) and 105(2) of the SFO.

Operational and ongoing requirements

Home jurisdiction supervision

The Malaysian REIT must, on an ongoing basis, remain approved by the SC for offering to the public in Malaysia and primary listing on Bursa Malaysia. The REIT Manager must also remain licensed by the SC to manage a Malaysian REIT in accordance with section 58(1) of the CMSA. Both the Malaysian REIT and its REIT Manager must be subject to ongoing regulation and supervision by the SC.

Changes to Malaysian REIT

Changes to a Malaysian REIT must be made in accordance with the applicable Malaysian and Hong Kong laws and regulations and the provisions of its constitutive documents.

Changes that render the Malaysian REIT ineligible under this MRF require the SFC’s prior approval. The REIT Manager must notify the SC and the SFC of any such changes as soon as possible.

Auditor

The accountants’ report and annual financial statements of a Malaysian REIT must be audited by a firm who must be a practising accountant of good standing. Such firm must also be independent of the REIT Manager and REIT Trustee/Custodian, and must be either (a) a Registered PIE Auditor 2 under the Accounting and Financial Reporting Council Ordinance (Chapter 588 of the Laws of Hong Kong) (AFRCO); or (b) an overseas firm of practising accountants that is a Recognised PIE Auditor 3 of the Malaysian REIT under the AFRCO.

The accountants’ report and annual financial statements must be audited to a standard comparable to that required by the Hong Kong Institute of Certified Public Accountants or by the International Auditing and Assurance Standards Board of the International Federation of Accountants.

Property valuer

An independent property valuer must be appointed to conduct valuation of the real estate under the Malaysian REIT. The valuation report must be prepared in accordance with standards comparable to the HKIS Valuation Standards published by the Hong Kong Institute of Surveyors or the International Valuation Standards published by the International Valuation Standards Council.

Breach

A breach of Malaysian laws or the requirements set out or referred to in this circular, of which the REIT Manager is required to notify the SC, could affect Hong Kong investors of a Malaysian REIT. In the event of such breach, the REIT Manager must endeavour to notify the SC and report to the SFC at the same time and rectify the breach promptly. The REIT Manager shall notify the SFC once the breach has been rectified.

Following SFC authorisation of a Malaysian REIT under section 104 of the SFO, if a Malaysian REIT ceases to meet the requirements set out in this circular, its REIT Manager must notify the SFC immediately. The Malaysian REIT must not continue any offering to the public in Hong Kong or accept subscriptions from investors in Hong Kong without the SFC’s prior approval.

Withdrawal of authorisation

Following SFC authorisation of a Malaysian REIT, if its REIT Manager no longer wishes to maintain the authorisation of the REIT, it should apply to the SFC for withdrawal of such authorisation and provide notice to Hong Kong investors of its intention not to maintain such authorisation in accordance with the relevant Hong Kong laws and regulations.

The SFC may at any time review its authorisation of a Malaysian REIT and may modify, add to or withdraw any conditions of such authorisation, or withdraw the authorisation, as it considers appropriate.

Offer/sale, offering documents, ongoing disclosure and advertisements

Offer/sale

The offer and sale of a Malaysian REIT in Hong Kong must be conducted by intermediaries properly licensed by or registered with the SFC and must comply with the relevant Hong Kong laws and regulations relating to the offer and sale of SFC-authorised REITs.

Offering documents

The disclosure of information relating to a Malaysian REIT must be complete, accurate, fair, clear and effective. It must be easily understood by investors.

The offering documents of a Malaysian REIT must contain information necessary for investors to make informed judgement on the investment proposed to them. The offering documents must also clearly disclose:

(a) a summary of any waivers and exemptions that have been granted to the Malaysian REIT;

(b) a summary of the provisions in the laws and regulations in Malaysia that are different from those required by Hong Kong laws regarding (i) the rights of holders of its securities and how they can exercise their rights; (ii) directors’ powers and investor protection; and (iii) the circumstances under which its minority unitholders may be bought out or may be required to be bought out after a successful takeover or unit repurchase; and

(c) details of withholding tax on distributable entitlements or any other tax that is payable by unitholders (eg, capital gains tax, inheritance or gift tax), and whether Hong Kong investors have any tax reporting obligations.

In the case of simultaneous listing or offering in Malaysia and Hong Kong, a Malaysian REIT may use the offering documents registered with the SC. Unless otherwise provided for in this circular, matters such as the type of documents, content, format and the updating procedures must comply with the applicable Malaysian laws and regulations and the provisions of its constitutive documents. The SC-registered offering documents may be supplemented by a Hong Kong covering document to comply with the disclosure requirements set out in Annex A 4 . The Hong Kong covering document should also disclose any other information which may have a material impact on investors in Hong Kong. The Hong Kong offering documents shall not contain any information that would be inconsistent with the offering documents registered with the SC and/or inaccurate or misleading regarding the Malaysian REIT.

Announcements and ongoing disclosure

The REIT Manager must take reasonable steps and measures to ensure that the ongoing disclosure of information of the Malaysian REIT (including periodic financial reports, notices and announcements) is dispatched and made available to investors in Malaysia and Hong Kong at the same time (so far as is reasonably practicable given the different public holidays of the jurisdictions) and, in the case of suspension of dealings, must immediately notify the SFC. A Malaysian REIT must comply with the requirements set out in Annex A, and on an ongoing basis, disclose any other information which may have a material impact on investors in Hong Kong.

Subject to paragraph 34, a Malaysian REIT may use its Malaysian financial reports as the basis for distribution in Hong Kong and the REIT Manager must file all financial reports of the Malaysian REIT with the SFC as soon as practicable after publication.

Language

The offering documents and notices to Hong Kong investors of a Malaysian REIT must be provided in English and Chinese.

The constitutive documents and financial reports of a Malaysian REIT must be made available to Hong Kong investors in either English or Chinese. The language in which these documents are made available to Hong Kong investors should be clearly disclosed in the offering documents.

Advertising

All advertisements in relation to a Malaysian REIT offered in Hong Kong must comply with the relevant Hong Kong laws and regulations. In particular, they must not be false, biased, misleading or deceptive, and shall have proper risk warning statements.

Fees

For offering to the public in Hong Kong, the Malaysian REIT / REIT Manager will be subject to application fees, authorisation fees and annual fees. The REIT Manager must ensure that any SFC-invoiced periodic fees in respect of the Malaysian REIT are paid.

Application process

Applicants are encouraged to consult the SFC’s Investment Products Division early for any clarification or guidance as to how the relevant requirements may apply and be complied with in light of their specific circumstances.

The SFC may issue other circulars, frequently asked questions and other documents on its website from time to time to provide practical guidance to the industry. Please refer to the SFC’s website or contact the Investment Products Division.

Applicants shall request the SC to provide a certificate directly to the SFC confirming that the eligibility requirements set out in this circular are met. The SFC will not take up the application if no such certificate is received from the SC.

Under the streamlined authorisation process launched in October 2025, the SFC anticipates that a new REIT authorisation application can be decided on within four weeks from take-up under normal circumstances 5 . Non-public filing may be made.

Further details of the MRF application process for a Malaysian REIT seeking SFC authorisation are available on the SFC’s website.

Investment Products Division Securities and Futures Commission

1 The REIT Manager or the REIT Trustee/Custodian would be required to be licensed under Part V of the SFO if they carry on a business in a regulated activity (eg, real estate investment scheme management or providing depositary services for relevant collective investment schemes) in Hong Kong or hold themselves out as carrying on such a business.

2 “Registered PIE Auditor” refers to a practice unit registered under Division 2 of Part 3 of the AFRCO.

3 “Recognised PIE Auditor” refers to an overseas auditor recognised under Division 3 of Part 3 of the AFRCO.

4 A disclosure requirement in Annex A would be considered met if the relevant disclosure is already included in the offering documents registered with the SC. The Malaysian REIT does not need to duplicate the disclosure in the Hong Kong covering document.

5 The authorisation timeframe is subject to, for example, whether the application submission is complete and whether the applicant responds to the SFC’s questions in a timely manner.

Click here to download the document Supplementary document Annex A Page last updated : 23 Jul 2026