Approved Securities Registrar (ASR)

A person approved by the SFC to provide one or more securities registrar services (including an existing securities registrar).

Dematerialisation

In relation to any prescribed securities, the process of conversion from paper-based form to uncertificated (i.e., paperless) form.

Implementation Date

The date on which the USM regime takes effect, i.e., 16 November 2026.

Participating securities

Prescribed securities that have completed all relevant processes for participating in the USM regime and have so participated by the stipulated date.

Participation date

In relation to any prescribed securities, the actual date from which those securities become participating securities.
Note to listed and prospective listed companies: It is expected that both the specified date and the participation date will be the same in practice to reduce confusion for listed and prospective listed companies and the market.

Provisional system members of UNSRT system

Either (a) a person who, having yet to complete the registrar’s procedures for using the system, is permitted by the registrar to use the system for evidencing (but not transferring) title to prescribed securities held, or to be held, by the person without an instrument; or (b) two or more such persons who are so permitted in respect of prescribed securities held, or to be held, by them jointly.

Recognised clearing houses

For the purposes of the Securities and Futures Ordinance (Cap 571), recognised clearing houses are the Hong Kong Securities Clearing Company Ltd (HKSCC), the SEHK Options Clearing House Limited (SEOCH), HKFE Clearing Corporation Limited (HKCC), and OTC Clearing Hong Kong Limited (a subsidiary of SEHK).

Securities registrar services

In relation to any prescribed securities, any of the following:

1. maintaining a register of security holders in Hong Kong;
2. providing and operating a UNSRT system for prescribed securities;
3. services related to public offers of prescribed securities (provided by the registrar to the listed or prospective listed company or its agent); and
4. services related to corporate actions (provided by the registrar to the listed or prospective listed company or its agent).

Specified date

In relation to any prescribed securities that are first listed on or
before the Implementation Date, the deadline by which they must become participating securities. This is to be agreed between (a) the issuer’s ASR, (b) the HKSC, and (c) the SEHK (see the consideration factors under “What about specified dates?” below), and the deadline must fall within five years from the Implementation Date.
Listed and prospective listed companies will receive prior written notice of the agreed specified date.

System members of UNSRT system

Either (a) a person who, having completed the registrar’s procedures for using the system, is permitted by the registrar to use the system for evidencing and transferring title to prescribed securities held, or to be held, by the person without an instrument; or (b) two or more such persons who are so permitted in respect of prescribed securities held, or to be held, by them jointly.

UNSRT system

A computer-based system (together with procedures and other facilities) that enables title for prescribed securities to be evidenced and transferred without an instrument, and facilitates supplementary and incidental matters.

Prescribed securities becoming participating securities

All prescribed securities (except Warrants or Rights) constituted under the laws of a Specified Jurisdiction must become “participating securities”, meaning securities that have completed all relevant processes for participating in the USM regime and have so participated by the stipulated date (see the right-hand column).

For those securities that are listed on or before the Implementation Date: by the specified date, which must fall within five years from the Implementation Date.

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For those securities that are first listed after the Implementation Date: from the date of listing of the securities, subject to the exception that the SEHK may, by written notice, allow a later date.

Prescribed securities that are Warrants and Rights constituted under the laws of a Specified Jurisdiction must become participating securities if they are issued after the underlying securities become participating securities. If they are issued before the underlying securities become participating securities, they do not have to become participating securities at all.

From the date of listing of the securities, provided the securities are issued after the underlying prescribed securities have become participating securities.

Amending documents governing issuance of prescribed securities

Review and update articles/bye-laws for shares; and/or principal documents governing the creation of the securities and the terms on which they may be held, evidenced, and transferred (e.g., any related trust deed, articles/bye-laws, and other material agreements) for other prescribed securities.
 
These documents should be amended to:

1. allow for fully electronic holding and transfer of securities;
2. prohibit paper certificates;
3. provide for written confirmation of register changes affecting holders; and
4. accommodate electronic registers and communications.

The later of: (i) one year after the Implementation Date (i.e., 16 November 2027); or (ii) the listed company’s first AGM after the Implementation Date.

Appointment of ASR

The ASR is obliged to maintain the register of holders of prescribed securities until such securities cease to be listed. Listed and prospective listed companies must ensure that:

1. the appointed ASR is approved to provide USM-related services (e.g., operate a UNSRT system whose date of operation is known); and
2. the necessary arrangements for onboarding the securities onto the ASR’s UNSRT system are completed.

All listed companies have to appoint an ASR, regardless of where they are incorporated or whether their prescribed securities have become participating securities.

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Review the list of companies that have applied to become an ASR and are currently under review (see update from the Securities and Futures Commission (SFC)).

The later of: (i) the date of listing of the securities; or (ii) the Implementation Date.

Obtaining ASR’s confirmation

Obtain written confirmation from the ASR regarding its readiness, the readiness of its UNSRT system, and the Implementation Date of such system.

As soon as reasonably practicable.

Notifying any change of ASR

If a listed or prospective listed company wants to change its ASR, it must notify both the SFC and SEHK in writing of:

1. a person ceasing to act as the ASR; and
2. a person beginning to act as the ASR.

The specific details that must be provided when notifying the SFC are set out in Appendix 1 to the Guide on the Uncertificated Securities Market by SEHK (SEHK Guide on USM) – Part A where there is an incoming ASR or Part B where there is no incoming ASR. For listed and prospective listed companies that first list prescribed securities after the Implementation Date, notifying SEHK is treated as automatically also notifying the SFC, provided that the SEHK is authorised to file on the listed or prospective listed company’s behalf.

The later of: (i) at least three months before the change takes effect; or (ii) as soon as reasonably practicable after the listed or prospective listed company becomes aware of such change.

Creating a dedicated webpage for USM matters

Maintain and update a webpage on the listed or prospective listed company’s own website dedicated to USM matters (at least those that have been announced) for at least one year after (a) the participation date, for prescribed securities that were already listed before the Implementation Date; or (b) the date of listing, where the prescribed securities are listed as participating securities on or after the Implementation Date.

As soon as reasonably practicable following the
finalisation of the plan for prescribed securities to become participating securities.

Making announcements/disclosures

For listed and prospective listed companies whose listed prescribed securities are to become participating securities, they must publish announcements in accordance with the following:

1. Upon receiving notice of the specified date for the prescribed securities, if the listed or prospective listed company is in a position to announce its finalised transition plan, it must include the following in the same announcement: (i) the specified date on the SEHK website and its own website; and (ii) the finalised transition plan, including the participation date, preparatory steps, arrangements for securities going paperless, and the expected impact on holders (see Part B of Appendix 2 to the SEHK Guide on USM);

As soon as reasonably practicable
and no later than one business day after being served the written notice specifying the relevant securities and the specified date as agreed by the ASR, HKSCC, and SEHK.

1. if there are any material changes to the transition plan (including a change to the specified date and/or participation date), it must announce those material changes; and

As soon as reasonably practicable.

1. before the securities become participating securities, it must make a further announcement, including:
   • confirmation of compliance with all relevant procedures;
   • the participation date;
   • arrangements for securities going paperless and their commencement date;
   • a summary of the impact on holders (including any required actions and the consequences of inaction);  
   • whether Warrants and Rights will become participating securities;
   • contact details for handling USM-related queries;
   • any other important information relevant to the above; and
   • a hyperlink to the dedicated webpage on USM matters on the listed or prospective listed company’s own website.

At least 21 business days prior to the participation date.

For newly listed applicants whose securities will be participating securities upon listing, they must disclose in their listing documents the following information (see Part A of Appendix 2 to the SEHK Guide on USM):

1. that the securities will be participating securities from the listing date;
2. a summary of the impact the securities may have on their holders (including any required actions and the consequences of inaction);
3. a statement that if the listed or prospective listed company later offers subscription warrants or rights issues backed by participating securities, those new securities must also become participating securities by their listing date;
4. contact details for handling USM-related queries;
5. any other important information relevant to the above;
6. a hyperlink to the dedicated webpage on USM matters on the issuer’s own website; and
7. a statement to the effect that holders wishing to hold and manage uncertificated holdings in their own names must set up a USI profile with the issuer’s ASR.

For new listing applications submitted prior to the Implementation Date but where the listing date falls after the Implementation Date, they must disclose the information in the draft listing document submitted to the SEHK for final approval.

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For new listing applications submitted on or after the Implementation Date, they must disclose the information in the application proof of the listing document with the listing application (redacted for publication purposes on SEHK website).

Listed and prospective listed companies of participating securities must disclose, in the relevant circulars and/or announcements, corporate action events occurring after the participation date, including how securities can be deposited, registered, converted into paperless form, transferred, traded, and cleared, along with the relevant cut-off periods and arrangements during bad weather.

Strongly advised to avoid corporate action events that could interfere with their participation in the USM regime, particularly those that would change the register of members during the 13 business days immediately preceding, and the 10 business days immediately following, the participation date. In particular, certain key dates should not fall within the abovementioned period, including, without limitation, last registration dates, securities entitlement distribution dates, and conversion effective dates. Cash dividends may still be paid, and general meetings may still be held, during such period.

Restrictions on form of new units of participating securities

All new units must be issued in paperless form, including those arising from corporate actions, e.g., bonus shares, scrip dividends, or the exercise of Warrants or Rights.
Listed and prospective listed companies must ensure that such units are recorded as paperless in the register, no title documents are issued, and the holders are participants in the ASR’s UNSRT system.

Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues.

Obligation to dematerialise and restriction on issuing new title documents

For securities held in the custody and name of a recognised clearing house (see “Glossary at a glance” above) or its nominee (usually on behalf of holders having beneficial ownership of the securities), units of participating securities must be dematerialised, i.e., formally converted to paperless form, within six months after the securities become participating securities.

Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues.

For securities held by individual security holders in their own names, listed and prospective listed companies are still encouraged to exercise the right to dematerialise their securities as far as possible, regardless of whether any prior paper-based documents for such securities ever existed.
 
Where paper-based title documents were issued before the participation date:
No new title documents (e.g., paper certificates) shall be issued afterwards.
Notes to issuers: Existing paper-based documents remain valid until they are cancelled, but if security holders wish to transfer their shares or if they lose or damage the paper-based title documents, they will have to dematerialise their securities before they can trade them.
However, listed and prospective listed companies may, on their own initiative (and are encouraged to exercise this right as far as possible), dematerialise any number of paper-based holdings, even without the holders’ request, if the following conditions are satisfied:

1. a valid existing document has been received, or the issuer is satisfied that it has been lost;
2. the document is cancelled and its cancellation is properly recorded in the holders’ register;
3. the securities are updated in the holders’ register as being held in uncertificated (i.e., paperless) form; and
4. the holder is a system member or provisional system member of the appointed ASR’s UNSRT system (as defined in “Glossary at a glance” above).

If listed and prospective listed companies decide to dematerialise securities, they must do so as soon as reasonably practicable and:

1. record the securities in the holders’ register as being held in uncertificated form; and
   (if applicable) cancel the title document, where it has been received, lost, or damaged, and
2. record such cancellation in the holders’ register.

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Where no paper-based title documents were ever issued:
If listed and prospective listed companies decide to dematerialise securities, they must, as soon as practicable after the relevant securities become participating securities:

1. record the securities in the holders’ register as being held in uncertificated form; and
2. ensure each holder is a system member or provisional system member in the ASR’s UNSRT system.

Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues.

Obligation relating to register of holders

Ensure that the holders’ register clearly reflects and supports holdings in paperless form by:

1. specifically stating that securities are held in uncertificated form: and
2. if any changes are made to holders’ particulars or their holdings, sending a written confirmation to the holders regarding such changes.

(i) Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues; and
(ii) may call into question the suitability of the securities concerned for continued listing.

The period for book closure is subject to the following limitations:

1. it must not exceed two consecutive business days immediately before the relevant record date; or
2. it may exceed that period only during a trading suspension period.

N/A

Allow current and former holders to inspect and make copies of their respective register entries (regardless of whether entries were amended or removed) and provide them with a copy of such entries upon their request and payment.

1. Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues; and
2. may call into question the suitability of the securities concerned for continued listing.

Restrictions on reverting to paper form (except for delisting)

Once securities have been converted to uncertificated form, they generally cannot be reverted to paper form, except when:

1. securities are delisted (or in contemplation of delisting), in which event listed and prospective listed companies must revert them to paper form by updating the register, issuing paper-based title documents (if required), and sending a written confirmation to the holders, which shall contain details of whether, when, and how any title documents may be obtained; or
2. (in rare and exceptional cases) the SFC exempts prescribed securities from the above restrictions prohibiting the issue of new units of securities in paper form and new title documents – for example, the listed or prospective listed company fails to appoint an ASR despite its best efforts, forcing it to act as its own ASR, but is unable to operate a UNSRT system to convert the securities to electronic form.

Offence punishable by a level 4 fine (i.e., HK$25,000) and a daily fine of HK$700 for each day that the offence continues.