Hong Kong: Fewer Printed Documents for Hong Kong Listed Companies

Last Updated: 15 April 2002

In February the listing rules respectively of the Main Board ("MB") and Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") were amended. The amendments reduced the amount of printing required for listed companies in Hong Kong by allowing documents to be made available in either English or Chinese (rather than in both languages) and despatched electronically. The new rules came into effect on 15 February 2002.

In recent months the Hong Kong regulators have undertaken various initiatives to bring the Hong Kong financial markets into a paperless environment. The reforms discussed in this article will significantly simplify corporate communications between listed companies and their securities holders. In addition, at the time of issue of these new documentation rules, the SFC published a consultation paper on proposals for a scripless (ie paperless) securities market, proposing far-reaching reforms to the current paper-based securities market. These reforms, still being studied by the authorities at present, will be covered in a future edition of this briefing when more information is available.

A summary of the new Stock Exchange listing rules follows. Unless otherwise indicated, "listing rules" and "rules" in this paper refer to the listing rules of both MB and GEM.

A. Communications between company and securities holders

The rules required companies listed on the Stock Exchange to send various corporate documents, such as annual and interim reports, listing documents, circulars and notices of meetings, to holders of their securities.

Electronic communication

a. Conditions

The rules have been amended to allow listed companies to distribute such corporate communications electronically. This is, however, subject to three conditions:

  • consistency with applicable laws and regulations

Note: For companies incorporated in Hong Kong, the current law expressly or impliedly permits electronic despatch of most kinds of corporate communication, such as financial information, circulars and notices for meetings. Such despatch, however, is subject in some cases to certain conditions.

Companies incorporated overseas are required to comply with standards that are no less onerous than those imposed under Hong Kong law on Hong Kong-incorporated companies.

  • consistency with the company’s articles of association or other constitutive documents
  • prior approval of the securities holder

Note: This must be an express, positive confirmation in writing, to the effect that the securities holder wishes to receive the relevant company’s communications by the means and in the manner proposed by the company.

b. Securities holders’ right of revocation

The listed company must give those securities holders who have chosen to receive electronic communications the right to revoke their choice at any time by reasonable written notice. For this purpose it must set out in each corporate communication:

  • a statement that:

(a) securities holders may at any time choose to receive corporate communications either in printed or electronic form

(b) securities holders who have chosen electronic communications but for any reason have difficulty in receiving or accessing the information will promptly, upon request, be sent the same communications in printed form free of charge

  • what the securities holder should do to notify the company of his choice to switch back to the printed form

c. Continuous publication on website

Where a listed company has made corporate communications available to its securities holders by publication on the company’s own website, such communications must remain there, on a continuous basis, for at least five years from the date of publication.

d. Amendments to constitutive documents

Companies already listed on the Stock Exchange whose articles do not allow electronic communication with securities holders must amend their articles in order to take advantage of the new rules.


Before the amendments, certain types of documents issued by a listed company wererequired to be in both English and Chinese. These included, for instance, financial information and circulars to be despatched to holders of the company’s securities.

a. conditions for single-language documents

The listing rules have now been amended to allow such documents to be in either English or Chinese only. This is, however, subject to the following conditions:

  • adequate arrangements must have been made to obtain a statement from individual securities holders as to whether they wish to receive the English language version only or the Chinese language version only
  • sending either version in accordance with the securities holder’s stated wish must be permitted under relevant laws and regulations and under the listed company’s constitutive documents
  • securities holders must be given a choice of communications in either language only, or in both languages

b. ascertaining securities holders’ choice

Adequate arrangements must have been made by a listed company to ascertain its securities holders’ choice of language. Among other things, the company must inform them of:

  • a deadline for notifying their choice
  • the default arrangements that will be in place if the company does not hear from a securities holder before the deadline

c. right of revocation

Again, the company must give securities holders a right to revoke their choice and change the language of communication at any time by reasonable written notice. Each communication must state that the holders have such a right and set out the steps for notifying the company of such revocation and change.

B. Publication of Listing-Related Documents

Submission to the Stock Exchange

Printed copies of listing documents, application forms and other documents related to public offers of securities are required under the listing rules to be delivered to the Stock Exchange. A huge number of copies were previously required to be made and delivered, but the number has been drastically reduced after the rule amendments.

General Publication

After the amendments, all listing documents published by a new applicant must still be available in printed form. However, additional copies of the listing document, together with relevant application forms for securities may be made publicly available on a CD ROM, if this is allowed under the relevant laws (eg the law of the company’s place of incorporation) and the company’s constitutive documents.

Additional copies of such documents can also be made available on the company’s website. This is currently optional for MB issuers but is mandatory for all GEM issuers. If so published, the documents must remain on the website on a continuous basis for at least five years from the date of publication.

If the documents are made available on a CD ROM and/or on the company’s website, such CD ROM and/or website must contain:

  • a confirmation that the contents of the documents on the CD ROM and/or on the website are identical to those in the printed version
  • a confirmation that the documents are also available in printed form
  • the locations where the printed form is available

Any supplements or amendments to such documents must be made available in printed form and in the same other format(s) in which the main documents were first published.

Publication on GEM issuers’ websites

Companies listed on GEM are required to publish on their own websites certain announcements, notices and other documents which are published on the GEM website maintained by the Stock Exchange. The amended rules require that any documents thus posted on their websites must remain there on a continuous basis for at least five years from publication.

© Herbert Smith 2002

The content of this article does not constitute legal advice and should not be relied on as such. Specific advice should be sought about your specific circumstances.

For more information on this or other Herbert Smith publications, please email us.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions