Further amendment of constitutional documents of Hong Kong listed companies to comply with the new paperless listing regime

The Consultation Conclusions to the Proposals to Expand the Paperless Listing Regime and Other Rule Amendments published by the Stock Exchange of Hong Kong Limited (the Exchange) in June 2023 (the Consultation Conclusion) requires listed issuers to revisit their constitutional documents and if required, amend their constitutional documents to comply with the proposed rules relating to the paperless listing regime.

Based on the Consultation Conclusion:

1. Issuers will be required to amend their constitutional documents only if their constitutional documents contain any restriction to that effect (eg any provision that mandates hardcopy dissemination as the only means of dissemination of corporate communications). If such restriction is due to a requirement under the applicable laws and regulations the issuer is subject to, the issuer will be required to amend its constitutional documents to facilitate its compliance with the relevant rules, if and when, the relevant restriction is removed from the applicable laws and regulations.
   
   
2. If it is necessary for issuers to amend their constitutional documents under circumstances specified above, the following transitional arrangements will apply to issuers that are listed on the Exchange before 31 December 2023:
   1. issuers that are 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 necessary amendments (if any) to their constitutional documents to facilitate electronic dissemination of corporate communications in accordance with the relevant rules
   2. issuers that are unable to comply with the requirements set out in the amended Rules due to any restriction under any applicable laws and regulations would 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 amendment to their constitutional documents to facilitate their compliance with the relevant rules

Listing applicants that are to be listed on the Exchange on or after 31 December 2023 will be required to comply with the amended rules upon listing to the extent permitted under their applicable laws and regulations.

Whether a listed issuer is required to amend its constitutional documents requires a thorough analysis on its constitutional documents. Please feel free to contact us if you would like to understand more about this topic and to seek professional advice to ascertain whether the existing constitutional documents require amendments under the new paperless listing regime.