The Stock Exchange of Hong Kong Limited has recently announced various amendments to the Main Board Listing Rules to implement the proposals following the conclusion of their recent consultations on (i) the listing regime for overseas issuers and (ii) review of the Corporate Governance Code. The amendments will come into effect on 1 January 2022, other than in relation to long-serving INEDs, which will come into effect one year later on 1 January 2023.

Whilst the majority of the amendments can be implemented without Bermuda, Cayman or British Virgin Islands companies needing to amend their bye-laws or articles of association, the following amendments will likely require listed companies to make appropriate amendments:

  • the requirement to hold an annual general meeting in each financial, rather than calendar, year and the maximum time that may elapse between such annual general meetings;
  • the right of any member(s) holding a minimum percentage (of not more than ten per cent (10%)) of the issued share capital of the company to convene an extraordinary general meeting and add resolutions to a meeting agenda;
  • providing that all directors appointed by the board, whether to fill a casual vacancy or as an addition to the board, shall hold office until the next annual general meeting, at which time they must retire and be subject to re-election;
  • revising the exceptions to the matters on which a director must abstain from voting at a meeting of the directors;
  • specifying that all members have the right to speak and vote at general meetings, unless specifically required to abstain from voting by the Listing Rules; and
  • the requirement of an ordinary, rather than special, resolution of members to remove the company’s auditors.

We would be delighted to assist you with the review of your current bye-laws or articles of association for compliance with the amendments, 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 Mimen Lo.

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