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The Hong Kong Stock Exchange (HKEX) has confirmed further changes to its paperless listing regime.
One practical change stands out for listed issuers that intend to hold hybrid general meetings or offer electronic voting: the constitutional documents of the listed issuer must contain express provisions to enable this.
If the constitutional documents do not already include clear authority to do this, they should be amended ahead of the first AGM of the listed issuer held after 1 July 2025.
What this means in practice
Under the updated paperless listing regime, issuers must ensure their constitutional documents (namely, the Memorandum and Articles of Association in the case of a Cayman Islands company or Memorandum and Bye-laws in the case of a Bermuda company) allow:
- general meetings to be held in a hybrid format, with shareholders able to attend virtually using technology; and
- votes to be cast by electronic means.
Just as importantly, shareholders’ rights must be maintained in any meeting attended virtually, including the ability to speak and vote.
We understand there is a transitional period that ends at the first AGM held after 1 July 2025. That deadline is approaching, so issuers that have not made the necessary amendments should plan now, especially if shareholder approval is required at an AGM or EGM.
A practical checklist for issuers
If you are not sure where you stand, these are sensible next steps:
- check whether the constitutional documents of the listed issuer expressly allow hybrid general meetings and electronic voting;
- confirm that shareholders’ rights to speak and vote are preserved for virtual attendance;
- map the approval route and timing so you can meet the first AGM after 1 July 2025 requirement;
- prepare the supporting documentation you may need for shareholder approval (e.g. a circular and resolutions); and
- check with your Hong Kong counsel in relation to the legislative update and potential impacts.
If amendments are already underway, it is worth pressure-testing whether the drafting is explicit enough to support both hybrid attendance and electronic voting and ensure shareholder approval at your next AGM or EGM, ahead of the transitional deadline.
We can work with your Hong Kong counsel and support you with:
- preparing an amended and restated constitutional document that includes express provisions for hybrid general meetings and electronic voting;
- drafting the resolution(s) for adoption at an AGM or EGM;
- advising, as Cayman Islands counsel, on whether proposed amendments comply with Cayman Islands law.
If you would like assistance, please get in touch with a member of our team.
On a related but separate note, on 30 March 2026, the HKEX published the Listing Rule amendments to facilitate the implementation of the Uncertificated Securities Market Regime (USM).
In broad terms, the USM will enable shares and certain other prescribed securities to be held and transferred electronically without paper certificates.
To participate in USM, issuers will need to enable prescribed securities to be evidenced and transferred without an instrument. That means the constitutional documents and/or the terms of issue of the relevant securities of the listed issuers must accommodate these processes, and further amendments may be needed to accommodate the changes.
Our team will share an update once the USM regime is implemented, including what changes may be required to align your constitutional document with the new framework. The amended Listing Rules will take effect when the USM is implemented, which is expected to be in November 2026.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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