(i) SFC welcomes the enactment of all necessary legislation to pave the way for the implementation of the USM (Uncertificated Securities Market) regime in early 2026, subject to market readiness. (Press release)

It is working with HKEX and the Federation of Share Registrars Limited on a detailed five-year implementation timetable which will cover issuers from Hong Kong, Mainland China, Bermuda and Cayman Islands. (Background: see our July 24, Feb 25 updates)

A dedicated USM webpage is also launched to provide one-stop access to all useful information.

What you should do

In its press release, SFC encourages issuers to reach out to their share registrars to discuss the possible timing of their participation.

(ii) HKEX published an information paper explaining the changes to be made to the Listing Rules as a consequence of the implementation of the USM and the launch of HKEX’s issuer platform. (Press Release; Information Paper)

Firstly, the USM rule amendments (Section 6 of the paper) will come into force to coincide with the implementation of the USM regime (tentatively, early 2026). 

The Listing Division will publish guidance and update the market in due course.

Secondly, the new issuer platform is an online platform established as a designated one-stop channel for communication between HKEX and issuers. Following its launch, issuers must submit listing application forms and make regulatory filings through the platform.

Rule amendments facilitating the implementation of the issuer platform (Section 7) will be effective on the date of its official launch (tentatively, mid-2026).

What you should do

HKEX’s key message to issuers

Issuers should make enquiries with their relevant service providers at their earliest convenience to comply with the USM rule amendments by the prescribed deadlines. E.g. appoint an Approved Securities Registrar. (For actions required: see Table 1, P.2).

(iii) The Companies (Amendment) (No.2) Ordinance 2025 has become effective on 23 May 2025, enacting a re-domiciliation regime which enables non-HK companies to transfer their business to HK. (Press Release) (Background on re-domiciliation: our Jul 24 update)

The final Ordinance requires re-domiciliation applicants to be able to pay its debts which fall due within 12 months beginning on the application date. The relevant members’ resolution must also be approved by a majority of at least 75% (as defined) in a meeting or in writing.

The Companies Registry provides guidance materials:

• External circular No.4/2025 – introduction of company re-domiciliation regime

• External circular No.5/2025 – in light of the new regime, updates on requirements for non-Hong Kong companies (Part 16 of the Ordinance)

• Guide on Company Re-domiciliation – checklist for application (Appendix I)

• A new thematic section has been set up on its website, including FAQs

(iv) The Privacy Commissioner for Personal Data (PCPD) has completed compliance checks re: use and processing of personal data during the use of AI, implementation of best practices according to its Model Framework, as well as AI governance. (Press Release; Full Report)

(Background on previous round of checks: our Feb 24 update;  Model Framework: our Jun 24 update)

The exercise commenced in Feb 25 and covers various sectors, including telecommunications, banking and finance, and insurance.

PCPD found no contravention of the Personal Data (Privacy) Ordinance. All organisations reviewed implemented appropriate security measures to ensure data security during the collection and/or use of personal data through AI systems and adopted a relatively high level of human oversight in the decision-making process to mitigate the risk of errors made by AI.

Noteworthy findings include:

• Among organisations which used AI in their day-to-day operations

  • (54%) used 3 or more AI systems; primarily applied in areas such as customer service, marketing, administrative support, compliance/risk management, and research and development, etc.

• Among organisations which collected and/or used personal data through AI systems

  • (All) implemented appropriate security measures

  • (92%) formulated data breach response plans to address contingencies

  • (63%) made reference to the PCPD guidelines/advice on AI including the Model Framework

(v) ISSB published an Exposure Draft proposing targeted amendments to IFRS S2 Climate-related Disclosures that would provide reliefs to ease application related to the disclosure of greenhouse gas (GHG) emissions. (Press release)

Our focus is not on the technical amendments (e.g. relief from measuring Scope 3 emissions related to some financial activities).

In its press release, ISSB stresses that it listens to market feedback and proposes targeted amendments helping preparers where possible, without causing too much disruption and ensuring that its standards continue to enable the provision of decision-useful information to investors.