Since 2010, measures have been introduced under the Companies Ordinance (then Cap. 32, now Cap. 622 of the Laws of Hong Kong) (the Companies Ordinance) to facilitate electronic communication by Hong Kong incorporated companies.
To further promote paperless corporate communication, an implied consent mechanism has been introduced by the Companies (Amendment) Ordinance 2025 (the Amendment Ordinance). The Amendment Ordinance became effective on 17 April 2025.
The procedural requirements of the implied consent mechanism differ between Hong Kong incorporated listed and unlisted companies. The implied consent mechanism can also be adopted for disseminating information to debenture holders.
This alert only relates to Hong Kong incorporated companies whose shares are listed on The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange), and references below to listed companies should be construed accordingly, unless the context requires otherwise.
Recap of amendments to Listing Rules on electronic dissemination of corporate communication
In June 2023, the Hong Kong Stock Exchange published its consultation conclusions on “The Consultation Paper on Proposals to Expand the Paperless Listing Regime and other Rule Amendments”. One of the key changes was the mandatory requirement for electronic dissemination of corporate communication by listed companies to their shareholders from 31 December 2023. Under this regime, listed companies could rely on their shareholders’ “implied consent” if this was permitted by their applicable laws and regulations (at the time, “implied consent” was not available to Hong Kong incorporated companies under the Companies Ordinance). Please refer to our client alert on “Expanding paperless listing regime and other Listing Rules amendments” for details.
In January 2025, the Hong Kong Stock Exchange concluded its consultation on proposals to further expand the paperless listing regime and made other amendments to the Listing Rules. Please refer to our client alert on “Further expansion of the paperless listing regime and other Listing Rules amendments” for details.
Consent mechanisms under the Companies Ordinance
Before the Amendment Ordinance
Before the Amendment Ordinance came into effect, Hong Kong incorporated listed companies could already communicate with their shareholders electronically, either in electronic form or via a website.
In respect of communication in electronic form, prior express consent had to be obtained from shareholders.
In respect of communication by means of website, the following requirements had to be met:
- prior express consent or deemed consent had been obtained from the shareholder concerned;
- the company would still need to notify such shareholder each time when a new corporate communication was made available on its website; and
- such notification had to be sent in hard copy form or electronically (with the shareholder’s express consent obtained.
There was then no implied consent mechanism available under the Companies Ordinance for Hong Kong companies. It was then noted that the companies laws of the Mainland, Bermuda and the Cayman Islands did not restrict their listed companies from using the implied consent mechanism.
After the Amendment Ordinance
The new implied consent mechanism
Given that the Hong Kong Stock Exchange (through The Hong Kong Exchanges and Clearing Limited) had already provided a News Alert service for listed companies, the Amendment Ordinance introduces the implied consent mechanism to further facilitate corporate communication by means of website. It should be noted that listed companies are not required to adopt the implied consent mechanism, but may choose to do so.
Pre-requisites for adopting the implied consent mechanism
To adopt the implied consent mechanism:
(i) the listed company’s articles of association must contain a provision to the effect that it may generally disseminate corporate communications to its shareholders by making them available on a website; and
(ii) the company must have sent a one-off notification to its shareholders informing them of such arrangements.
It should be noted that condition (i) above is not satisfied if (a) the relevant company’s articles are silent on the mode of dissemination of documents or information, or (b) the articles only contain a provision to the effect that documents or information generally may be sent or supplied by the company in electronic form (which is distinct from communication by means of website).
The one-off notification under condition (ii) above should cover the following matters:
- The ongoing arrangements under which documents or information generally may be sent or supplied by the listed company by making them available on a website
- The address of the website
- The place on the website where those documents or information may be accessed
- Instructions on how to access those documents or information
- A statement of (a) the shareholder’s right to request documents or information in electronic form; and (b) the shareholder’s right to request documents or information in hard copy form
- If agreement for communication in electronic form and/or an electronic address for receipt of such communication has not been obtained (or the agreement obtained has been revoked), an invitation to the shareholder to provide such agreement and to specify such an address
For a listed company which has adopted the implied consent mechanism, it is no longer necessary to send a separate notification to its shareholders each time new corporate communication is made available on its website. Instead, shareholders can receive instant notifications via email or mobile alerts through the News Alert service provided by The Hong Kong Exchanges and Clearing Limited.
However, as the implied consent is given on an individual basis, when a new shareholder joins the listed company, a one-off notification must first be sent to such new shareholder.
Safeguards to protect interests of shareholders
a. Right to request free electronic or hard copies of corporate communication
Shareholders may still request free electronic copies of corporate communication. Such requests must be made within 28 days after the date the communication is regarded as having been received. The company must then provide the communication in electronic form to the shareholder free of charge within 21 days (or within seven days if the communication requires shareholder action). In addition, the shareholder may request a hard copy of the corporate communication free of charge.
b. Right to revoke consent
Consent given, or regarded as given, by shareholders may be revoked by a notice of revocation of not less than seven days or the period specified in the listed company’s articles, whichever is longer.
Web accessibility
Listed companies communicating with their shareholders by means of website are encouraged to enhance the accessibility of their webpages.
Cybersecurity and anti-deception measures
Given the risks associated with website-based communication, listed companies should adopt appropriate cybersecurity and anti-deception measures when disseminating corporate communication by means of website.
Client Alert 2025-212
