Nov 2023
The Stock Exchange of Hong Kong Limited has recently published conclusions to their consultation launched last December on proposals to expand the paperless listing regime and other Listing Rule amendments. The key proposal to be adopted is to mandate electronic dissemination of listed issuers’ corporate communications to their securities holders to the extent permitted by their applicable laws and regulations.
Under the current Listing Rules, a listed issuer may send corporate communications to a holder of its securities using electronic means only where the issuer has previously received from the holder an express, positive confirmation in writing that the holder wishes to receive the corporate communication by the means and in the manner proposed by the issuer. In respect of communications by means of a website, a holder is only deemed to have given consent that the issuer may send communications by means of a website in limited circumstances.
Effective from 31 December 2023, all Bermuda, Cayman Islands or British Virgin Islands listed issuers must disseminate corporate communications to their securities holders electronically. Listed issuers should now ascertain whether they will be required to amend their bye-laws or articles of association in light of the new requirements. Appropriate amendments will likely include:
- Removing any provisions that may prohibit electronic dissemination of corporate communications to securities holders;
- Removing any provisions mandating hard copy dissemination as the only means of dissemination of corporate communications to securities holders; and
- Providing that the issuer may rely on implied consent for electronic dissemination of corporate communications to securities holders subject to other applicable laws, rules and regulations.
We would be delighted to assist you with the review of your current bye-laws or articles of association for compliance with the paperless listing regime, and to propose relevant amendments (along with other updates that may assist, such as to facilitate the holding of hybrid or electronic shareholder meetings).
Please contact your usual Conyers contact person or Head of Corporate Services Hong Kong Rowan Wu.