SEC Extends Nasdaq Rule Change Review for China Listing Criteria
Summary
The SEC has extended the review period for Nasdaq's proposed rule change regarding additional initial listing criteria for companies primarily operating in China. The comment period was originally set to end on March 18, 2026, but has been extended by 60 days.
What changed
The Securities and Exchange Commission (SEC) has extended the decision deadline for Nasdaq's proposed rule change (SR-NASDAQ-2025-069) concerning additional initial listing criteria for companies primarily operating in China. The original publication date for comment was September 19, 2025, with the 180-day statutory period ending March 18, 2026. The SEC has now extended this period by an additional 60 days, setting a new deadline of May 17, 2026, to approve or disapprove the rule change.
This extension provides the SEC with more time to consider the proposed rule change, the issues raised, and public comments. Regulated entities, particularly public companies with operations in China seeking to list on Nasdaq, should monitor the final decision. While no specific compliance actions are immediately required, the outcome of this review will impact future listing requirements for Chinese companies on Nasdaq.
What to do next
- Monitor SEC's final decision on SR-NASDAQ-2025-069 by May 17, 2026.
- Assess potential impact of new Nasdaq listing criteria on companies operating in China.
Source document (simplified)
Content
March 11, 2026.
I. Introduction
On September 4, 2025, the Nasdaq Stock Market LLC (“Exchange” or “Nasdaq”) filed with the Securities and Exchange Commission
(“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) (1) and Rule 19b-4 thereunder, (2) a proposed rule change to adopt additional initial listing criteria for companies primarily operating in the People's Republic
of China (“China”), including the Hong Kong Special Administrative Region (“Hong Kong”) and the Macau Special Administrative
Region (“Macau”). On September 12, 2025, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and
superseded the original filing in its entirety. The proposed rule change, as modified by Amendment No. 1, was published for
comment in the
Federal Register
on September 19, 2025. (3) On September 25, 2025, the Commission designated a longer period within which to take action on the proposed rule change. (4) On December 18, 2025, the Commission is instituted proceedings pursuant to Section 19(b)(2)(B) of the Act (5) to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. (6)
Section 19(b)(2) of the Act (7) provides that, after initiating proceedings, the Commission shall issue an order approving or disapproving the proposed rule
change not later than 180 days after the date of publication of notice of filing of the proposed rule change. The Commission
may extend the period for issuing an order approving or disapproving the proposed rule change, however, by not more than 60
days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination. The
proposed rule change, as modified by Amendment No. 1, was published for comment in the
Federal Register
on September 19, 2025. (8) The 180th day after publication of the proposed rule change, as modified by Amendment No. 1, is March 18, 2026. The Commission
is extending the time period for approving or disapproving the proposed rule change, as modified by Amendment No. 1, for an
additional 60 days.
The Commission finds that it is appropriate to designate a longer period within which to issue an order approving or disapproving
the proposed rule change, as modified by Amendment No. 1, so that it has sufficient time to consider the proposed rule change
and the issues raised therein, as well as the comments received. Accordingly, the Commission, pursuant to Section 19(b)(2)
of the Act, (9) designates May 17, 2026, as the date by which the Commission shall either approve or disapprove the proposed rule change,
as modified by Amendment No. 1 (File No. SR-NASDAQ-2025-069).
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. (10)
Vanessa A. Countryman, Secretary. [FR Doc. 2026-05018 Filed 3-13-26; 8:45 am] BILLING CODE 8011-01-P
Footnotes
(1) 15 U.S.C. 78s(b)(1).
(2) 17 CFR 240.19b-4.
(3) See Securities Exchange Act Release No. 103979 (Sept. 16, 2025), 90 FR 45298 (“Notice”). Comments received on the proposed rule
change are available at: https://www.sec.gov/comments/sr-nasdaq-2025-069/srnasdaq2025069.htm.
(4) See Securities Exchange Act Release No. 104058, 90 FR 46973 (Sept. 30, 2025). The Commission designated December 18, 2025, as
the date by which the Commission should approve, disapprove, or institute proceedings to determine whether to disapprove the
proposed rule change, as modified by Amendment No. 1. See id.
(5) 15 U.S.C. 78s(b)(2)(B).
(6) See Securities Exchange Act Release No. 104456, 90 FR 60214 (Dec. 23, 2025).
(7) 15 U.S.C. 78s(b)(2).
(8) See supra note 3.
(9) 15 U.S.C. 78s(b)(2).
(10) 17 CFR 200.30-3(a)(57).
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