HKEX Publishes Listing Rule Amendments to Implement Uncertificated Securities Market

On 30 March 2026, the Stock Exchange of Hong Kong Limited (SEHK) published Listing Rule amendments to facilitate the implementation of the Uncertificated Securities Market (USM) regime in Hong Kong, concurrent with the Securities and Futures Commission’s (SFC’s) announcement that the USM is targeted to be launched on 16 November 2026. These developments mark a pivotal step in Hong Kong’s long-anticipated transition away from paper-based securities ownership.

Hong Kong currently requires paper title instruments to evidence and transfer legal title to listed securities.

Reflecting this limitation, many investors hold their listed securities through the Central Clearing and Settlement System (CCASS) under the nominee HKSCC Nominees Limited (HKSCC-NOMS) rather than in their own names.

The USM initiative, jointly developed by the SFC, HKEX, and the Federation of Share Registrars Limited (FSR), seeks to eliminate this paper dependency by enabling participating securities to be issued, transferred, and held in electronic (uncertificated) form while preserving investors’ ability to hold securities either directly in their own names or through CCASS.

The legislative foundation was established by the Securities and Futures and Companies Legislation (Amendment) Ordinance 2021, with relevant subsidiary legislation subsequently enacted and completed through the Legislative Council’s negative vetting process in April 2025. The SFC approved corresponding amendments to the HKSCC Rules, SEHK Trading Rules, and Listing Rules in February 2026.

LISTING RULE AMENDMENTS

On 30 March 2026, SEHK published amendments to both the Main Board Listing Rules and GEM Listing Rules. The amendments fall into three categories:

• USM Rule Amendments: Consequential to the USM requirements set out in the relevant USM subsidiary legislation, including the Securities and Futures (Uncertificated Securities Market) Rules and the Securities and Futures (Approved Securities Registrars) Rules. These take effect on the day that Section 7 of the 2021 Amendment Ordinance comes into operation (i.e., the USM implementation date).
• IAP Rule Amendments: Amendments to facilitate the establishment of the Issuer Access Platform (IAP), HKEX’s new electronic communication platform for issuers, taking effect on the day of the IAP’s official launch.
• Housekeeping Amendments: Consequential to the Consultation Conclusions on Ongoing Public Float Requirements published on 17 December 2025, taking effect 31 March 2026.

The USM and IAP Rule amendments were previously exposed to public comment via HKEX’s Information Paper on Rule Amendments to Implement an Uncertificated Securities Market and the Exchange’s Issuer Platform, published on 30 May 2025.

CONFIRMED LAUNCH DATE

Concurrent with the Listing Rule amendments, the SFC confirmed on 30 March that the USM is targeted to launch on 16 November 2026. A commencement notice is scheduled for tabling before the Legislative Council during the second quarter of 2026.

Issuers and market participants should note the following critical dates arising from this announcement:

• New Listings from 16 November 2026: Securities newly listed after 16 November 2026 will generally be required to be issued in uncertificated form from the time of listing.
• Five-Year Transition for Existing Listed Securities: Prescribed securities already listed as at the USM implementation date will transition in phases over a five-year period, with each issuer assigned a specific deadline (specified date) agreed among its Approved Securities Registrar (ASR), HKSCC, and SEHK.
• Scope: Issuers of prescribed securities incorporated in Hong Kong, the PRC, the Cayman Islands, and Bermuda (collectively, the Key Jurisdiction Issuers) are within the scope of mandatory USM participation within the five-year period.

IMPLICATIONS FOR ISSUERS

The USM regime applies to “prescribed securities,” that is, Hong Kong–listed shares, depositary receipts, SFC-authorised collective investment schemes withdrawable from CCASS (e.g., REITs), stapled securities, subscription warrants, and rights under rights issues.

The following actions are required of issuers:

• Appointment of an Approved Securities Registrar: All issuers of prescribed securities must appoint an ASR (a securities registrar regulated by the SFC) by the USM implementation date. The ASR will operate an Uncertificated Securities Registration and Transfer (UNSRT) system, maintain the Register of Members or Holders (ROM), and interface electronically with CCASS. Suspension of listing may result if no ASR is in place.
• Constitutional Document Amendments: Issuers must amend their articles of association, bylaws, or other constitutional documents to remove provisions inconsistent with the holding and transfer of prescribed securities in uncertificated form, for example, provisions requiring physical instruments of transfer or the issuance of paper certificates. Key Jurisdiction Issuers are required to complete such amendments within one year of the USM implementation date; new listing applicants must do so prior to listing.
• Participation Date Disclosure: Each Key Jurisdiction Issuer must, in accordance with the Listing Rules, announce its “participation date” (the date from which its prescribed securities become participating securities) at least three to six months in advance, together with its specified date. From the participation date, the issuer must cease issuing new certificates and may only issue prescribed securities in uncertificated form.
• Dematerialisation of Existing Certificates: Securities held in HKSCC’s vault in certificated form must be dematerialised within six months of the relevant participation date.

FEE IMPLICATIONS

The USM regime introduces new fee structures that issuers and intermediaries should factor into their planning. HKEX’s depository and nominee charges to market participants have been revised with SFC approval, effective upon USM implementation, including a restructured stock withdrawal fee (ad valorem at 0.015% of gross value), a revised tiered stock custody fee, removal of the scrip fee, and a new CCASS membership fee for clearing participants.

Separately, the SFC has set caps on three categories of ASR fees chargeable in connection with USM: (1) a one-off set-up fee per prescribed security upon participation, (2) a transactional dematerialisation fee of HK$5 per certificate (minimum HK$20 per transaction), and (3) a transfer and registration fee at 0.02% of the value of securities transferred (minimum HK$20 per transaction).

Issuers and corporate investors should note that ASR fees payable by them directly are subject to an obligation of fairness and proportionality but are not capped by the SFC.

LOOKING AHEAD

The publication of the Listing Rule amendments and the SFC’s confirmation of a 16 November 2026 launch date together signal that Hong Kong’s transition to a paperless securities market is now firmly on course. The USM regime represents a significant structural reform to Hong Kong’s securities settlement and custody infrastructure, bringing the city in line with the dematerialised markets long established in the United Kingdom, Australia, and mainland China.

For issuers—particularly those incorporated in Hong Kong, the Cayman Islands, Bermuda, and the PRC—the practical implications are wide-ranging, spanning constitutional document amendments, ASR appointments, participation date planning, and revised fee arrangements.

New listing applicants targeting a post–November 2026 debut must ensure that their offering structures and constitutional documents are USM-compliant from the outset. Existing issuers should engage early with their share registrars and legal advisers to clarify their assigned transition timeline and address any outstanding preparatory steps before their specified date falls due.