On 30 June 2023, The Stock Exchange of Hong Kong Limited (the “Exchange“) published conclusions to its consultation on Proposals to Expand the Paperless Listing Regime and other Rule Amendments. The Exchange will adopt all the proposals outlined in the consultation paper with minor modifications. The key changes are outlined below:
(i). Reducing documents submission requirements and removing unnecessary signature or certification requirements
The changes include the removal of over 50 documents submission requirements, codification of obligations in various undertakings, confirmations and declarations into the Listing Rules and Guidance Materials, consolidation of submission requirements for personal particulars of directors / supervisors, and the inclusion of overarching obligations in Form A1 for new applicants and sponsors. The signature and certification requirements for certain submission documents have been removed.
(ii). Mandatory electronic only submission
The Exchange now mandates electronic means as the only mode of submission, unless otherwise specified in the Listing Rules or required by the Exchange.
The requirement for submission of multiple copies of certain documents in hard copy has been replaced with a requirement for submission of only one electronic copy.
The Exchange will explore with the Companies Registry the digitalisation of the prospectus authorisation and registration processes and will issue guidance to inform the market of the final arrangements.
(iii). Electronic dissemination of corporate communications by listed issuers
Listed issuers are obliged to disseminate corporate communications electronically to their securities holders if this is permitted by applicable laws and regulations and their constitutional documents, but shall provide hard copies upon holders’ request. If the issuers implement any new arrangements, they must send a one-time notification to their holders individually in hard copy or electronically to inform them of the new arrangements (before implementation) and solicit the email addresses of securities holders.
Listed issuers must send Actionable Corporate Communications, which are “any corporate communication that seeks instructions from issuer’s securities holders on how they wish to exercise their rights or make an election as the issuer’s securities holders” to securities holders individually, either in electronic form if functional electronic contact details have been provided, or in hard copy if not.
The securities holders are responsible for providing functional electronic contact details when solicited by the issuer. If the issuer has made reasonable efforts to contact the securities holders using the electronic contact details provided, the Exchange will consider the issuer to have complied with their requirements.
Implementation dates – minor and housekeeping amendments to the Listing Rules have already come into effect on 8 July 2023, while most of the amended Listing Rules will take effect on 31 December 2023.
Transitional arrangements for electronic dissemination – existing listed issuers and listing applicants need to review their constitutional documents for any provisions that might prevent electronic dissemination of corporate communications to their securities holders in compliance with the Listing Rules before the effective date.
If such provisions are present, issuers must amend their constitutional documents, provided that it is allowed by the applicable laws and regulations. Issuers have until their first Annual General Meeting (“AGM”) after 31 December 2023, to implement the necessary amendments. However, if the restriction is due to a requirement under applicable laws and regulations, they have until their first AGM following the removal of the relevant restriction to implement the necessary amendments.
Listing applicants that are to be listed on the Exchange on or 31 December 2023 must comply with the amended Listing Rules upon listing, as long as they are permitted under their applicable laws and regulations.