The compliance countdown – what listed companies must do before USM goes live on 16 November 2026

The USM regime requires all listed issuers to take the necessary steps to enable their securities to be held and managed electronically. Implementation will proceed in phases over a 5-year transition period from 16 November 2026, but the critical preparatory actions must begin immediately.

1. Constitutional document amendments

Issuers must review and, where necessary, amend their articles of association or bye-laws or other constitutional documents to ensure consistency with the USM regime.

Specifically, constitutional documents must:

• Permit securities to be evidenced and transferred without a physical instrument
• Enable hybrid general meetings and electronic voting
• Accommodate electronic shareholder communications as the default channel

For companies incorporated in the four qualifying jurisdictions – Hong Kong, Mainland China, Bermuda and the Cayman Islands – securities must be capable of issuance in uncertificated form. This requires special resolutions and, in many cases, shareholders approval at AGM/EGM.

2. Appointment of Approved Securities Registrar (ASR)

Every listed issuer must appoint an Approved Securities Registrar (ASR) before the USM implementation date. HKEX will not approve new listing applications without this appointment in place. Only ASR who is also a Registrar Participant, meaning it has completed all necessary interface testing with HKEX systems, can provide and operate systems, procedures and facilities that enable legal title to prescribe securities to be evidenced and transferred without physical instruments.

3. Expanded issuer responsibilities

Under USM, issuers take on new obligations:

• Coordination with ASR on USM onboarding and dematerialisation of existing paper certificates
• Shareholder communication regarding USI account establishment
• Disclosure requirements in listing documents (Appendix G1 of Main Board Rules / Appendix F1 of GEM Rules)
• Ongoing compliance monitoring throughout the 5-year transition

E-Proxy: no more "return original" requirement

From USM implementation (with a 1-year transition period), registered holders can submit signed proxy forms electronically via designated email. The requirement to physically mail original signed forms is eliminated – a significant efficiency gain for cross-border shareholders.

Implied consent mechanism - default electronic communications

Shareholder communications – announcements, circulars, annual reports – default to electronic distribution via website publication plus one-time notice. Printed copies are provided only to shareholders who explicitly request them in writing.

Hybrid shareholder meetings

Hong Kong's Companies Ordinance now explicitly permits companies to choose physical, virtual or hybrid formats for general meetings. HKEX consultation conclusions require issuers to ensure their constitutional documents permit hybrid general meetings and electronic voting. Online shareholders must have equal rights to speak, vote, and receive information in real time.

The 5-month critical path

1. Have our constitutional documents been reviewed for USM compatibility?
2. Is our Approved Securities Registrar confirmed and operationally ready?
3. Are our AGM/EGM/SGM procedures updated for hybrid meeting and e-proxy requirements?
4. Do we have a shareholder communication plan for USI account migration?

The companies that treat USM as a compliance exercise will scramble. Those that treat it as an operational modernisation opportunity – streamlining shareholder engagement, reducing costs and enhancing governance transparency – will emerge stronger.

Vistra manages share registration services for over 1,400 Hong Kong-listed companies. For support with constitutional document review and amendment, ASR transition planning or USM implementation support, please contact our IPO and Share Registry team. They will line up our company secretarial team to assist in reviewing and amending constitutional documents.

Or read more about the USM and Vistra’s IPO & Share Registry services at IPO & Share Registry Services | Vistra