HashKey Holdings Limited said it is exploring the acquisition of 100% of Asia Pacific Exchange Pte. Ltd., a Singapore-based derivatives market operator whose group includes both an approved exchange and an approved clearing house. The proposed deal, if completed, would place HashKey in control of a regulated derivatives venue and its associated clearing infrastructure in one of Asia’s most closely supervised financial centres.
The company, listed under stock code 3887, said its wholly owned subsidiary HKDAG (Singapore) Pte. Ltd. signed a non-legally binding framework agreement on July 22 with APEX and the target group’s major shareholder. Zhu, the shareholder named in the announcement, indirectly owns 50.925% of the target business.
HashKey stressed that the transaction remains preliminary. The parties have not signed definitive acquisition documents, and the Monetary Authority of Singapore (MAS) has not granted the regulatory approval required for a change in control. The company said the proposed acquisition may or may not proceed.
A rare exchange and clearing combination
APEX operates a licensed derivatives exchange under an approved exchange, or AE, licence issued by MAS, according to HashKey’s announcement. Its affiliated entity, Asia Pacific Clear Pte. Ltd., is described as holding an approved clearing house, or ACH, licence.
The two licences cover different but connected parts of market infrastructure. An exchange operates the venue on which products can be traded, while a clearing house stands between parties to a transaction and manages the settlement process. Clearing arrangements are designed to reduce the risk that one side of a trade fails to meet its obligations.
HashKey described the APEX group as a “comprehensive, self-contained financial market infrastructure” with integrated issuance and settlement capabilities. The company said only three market participants in Singapore currently hold both an AE licence and an ACH licence.
That combination gives the possible transaction a different profile from a conventional acquisition of a trading platform. Taking control of both an exchange and clearing entity could allow HashKey to operate more of the chain that supports derivatives activity, subject to MAS oversight and the final structure of any agreed deal.
The announcement did not identify the specific derivatives products offered by APEX, nor did it disclose a proposed purchase price, valuation, financing terms or timeline for completing a transaction.
Regulatory approval remains central
Singapore’s financial market infrastructure licences carry heightened regulatory responsibilities because exchanges and clearing houses can affect market stability, participant safeguards and settlement operations. Any acquisition of a regulated operator would therefore require MAS approval before HashKey could take control.
HashKey said it will conduct due diligence on the target group before deciding whether to enter definitive documents. Due diligence commonly examines a target’s financial position, licences, operating systems, contractual obligations, compliance history and technology arrangements. In this case, the process would also shape whether the buyer can satisfy the regulatory conditions attached to the proposed ownership change.
The framework agreement itself does not commit the parties to complete the acquisition. Such agreements typically set out an initial basis for discussions, confidentiality arrangements or a path toward negotiation, while leaving core commercial and legal terms for later documents.
HashKey said that if definitive agreements are signed after due diligence, the acquisition is expected to constitute notifiable transaction or transactions under chapter 14 of Hong Kong’s listing rules. That framework requires listed companies to classify transactions according to their size relative to the listed issuer and, depending on the classification, make announcements or seek shareholder approval.
Further disclosures would be made in accordance with the listing rules, HashKey said.
A move toward regulated market infrastructure
The proposed acquisition fits with HashKey’s effort to expand its presence in regulated financial and digital-asset-related services, though the company did not state how APEX’s operations would be integrated with its existing businesses.
HashKey has recently combined two separate trading applications into a single platform, according to the information provided in the announcement materials. Adding an operating derivatives exchange and clearing arrangement could give the group a potential route to connect trading activity with regulated market infrastructure, including settlement functions, if the transaction receives approval and the businesses are ultimately integrated.
The commercial appeal of such a structure lies partly in operational control. A firm that participates across trading, clearing and settlement can coordinate services that are often provided by separate entities. Yet the same structure also comes with demanding governance, capital, risk-management and operational-resilience requirements, particularly where a clearing house is involved.
For HashKey, the proposed deal would place those considerations at the centre of its Singapore expansion. The company is not simply considering a new customer-facing trading service; it is evaluating control of licensed entities that perform core functions in financial markets.
Next steps depend on due diligence and MAS
The immediate milestones are straightforward: HashKey must complete its due diligence, negotiate binding documentation with the relevant sellers and target entities, and obtain MAS approval. The framework agreement with Zhu covers a shareholder that indirectly holds 50.925% of the target business, while the stated objective is to acquire all of APEX’s equity interests. Any final transaction would therefore need to address the remaining ownership interests as well.
No timetable was given for those steps. HashKey’s announcement provides no basis for assuming that a transaction will close, or for assessing the likely terms of a final agreement.
If the acquisition advances, later filings should provide a clearer view of the target’s financial contribution, transaction value, ownership mechanics, financing and regulatory conditions. Until then, the development is best viewed as an early-stage attempt by HashKey to secure a regulated Singapore exchange-and-clearing platform rather than a completed expansion into derivatives market infrastructure.
Explore how regulated crypto markets work and why licences matter in Singapore in our in-depth VASP licence guide.
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