Effective from 31 December 2023, all Bermuda, Cayman Islands or British Virgin Islands listed issuers must disseminate corporate communications to their securities holders electronically.
Further to our Alert in November 2023 The Stock Exchange of Hong Kong Limited has recently begun asking listed issuer’s to confirm whether or not their bye-laws or articles of association comply with the paperless listing regime or contain provisions that restrict their ability to disseminate corporate communications electronically.
Listed issuers should now ascertain whether they will be required to amend their bye-laws or articles of association in light of the new requirements. Appropriate amendments will likely include:
- Removing any provisions that may prohibit electronic dissemination of corporate communications to securities holders
- Removing any provisions mandating hard copy dissemination as the only means of dissemination of corporate communications to securities holders
- Providing that the issuer may rely on implied consent for electronic dissemination of corporate communications to securities holders subject to other applicable laws, rules and regulations
If a listed issuer’s bye-laws or articles require a company to send a notice of availability OTHER than by publication on a website, then the usual method of electronic dissemination is that the notice of availability would need to be sent by email to each shareholder. As a practical matter, if the company does not have an electronic address/email for every single shareholder of record to which it can send that notice then the requirement to provide a notice of availability will restrict the company’s ability to disseminate corporate communications electronically. In such circumstances, amendments would need to be made to a listed issuer’s current bye-laws or articles of association for compliance with the paperless listing regime. We would also be delighted 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 Rowan Wu.