HKEX Expanding Paperless Listing Regime – Mandating Electronic Communication

To reduce use of paper, the Hong Kong Stock Exchange (HKEX) is mandating electronic dissemination of corporate communications by listed issuers to their securities holders from 31 December 2023. Issuers should review their constitutional documents to ascertain whether there may contain provisions restricting compliance.

HKEX announced its consultation conclusion on “Proposals to Expand the Paperless Listing Regime” under which voluminous changes to the Listing Rules are introduced.

Amongst other key changes are mandatory submission to HKEX by electronic means only; removal of more than 50 different documents from submission requirements; and codification of obligations contained in certain submission documents into Listing Rules' and guidance materials. 

Transitional Arrangements

The following transitional arrangements apply for issuers listed before 31 December 2023 if it is necessary to amend their constitutional documents to facilitate electronic dissemination of corporate communications in accordance with the amended Rules.

• Issuers not prohibited by applicable laws and regulations from complying with the relevant amended Rules will have until their first annual general meeting following 31 December 2023 to make the necessary amendments;
• Issuers subject to restriction under any applicable laws and regulations will have until their first annual general meeting following the date on which the relevant restrictions are removed from the applicable laws and regulations to make the necessary amendments. 

Further, to facilitate the electronic dissemination requirement, changes to the Listing Rules are also made to enable issuers to rely on implied consent.

As we discussed in our earlier Update when consultation commenced, Hong Kong's current company law does not permit shareholders' consent to be implied for receiving communication by electronic means.

HKEX will work with relevant parties to consider the issue of implied consent for the corporate communications of Hong Kong-incorporated listed issuers.

Mandatory Electronic-only Submission

Upon the effective date, issuers should only submit their documents electronically via email or HKEX-ESS system (or the “SPRINTS” platform for structured products) to HKEX unless otherwise provided in the Listing Rules. 

A new online issuer platform will be established as a designated channel for two-way communication between issuers and the Exchange (Issuer Platform). Given there are already multiple online platforms for listing matters – including HKEX-ESS, DION and FINI – HKEX indicated that they will consider combining all of the Exchange’s online platforms and simplify and/or re-organise Practice Notes. 

Further, HKEX will explore with the Companies Registry the digitalisation of the prospectus authorisation and registration processes – and will issue guidance to the market of the final arrangements. 

Codifying Obligations into Listing Rules

Obligations set out in various declaration, undertakings and confirmation are now codified, making the original contractual duties new Listing Rule requirements.

For instance, Directors' Undertakings – commonly known as Forms B/H/I, submitted to HKEX upon appointment – now become the new Rules 3.09B to 3.09E. Notably, Rule 3.09C(2) says: “Every director of a listed issuer, whether when he is a director of the issuer or after ceasing to be so, shall cooperate in any investigation … including answering promptly and openly any questions addressed to the director, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which the director is requested to appear.”

Takeaway

Given the voluminous changes to the Rules, listing/listed Issuers are advised to consult lawyers on compliance implications and make the necessary arrangements.