On Feb. 21, 2025, HK CRG issued circular explaining the implementation of treasury share regime, and stated the ordinance will come into operation on Apr. 17, 2025.
It has specified two new forms (NSC22 and NSC23) and revised one existing form.
HK CRG also issued a circular on promoting paperless corporate communication.
Guidance note – good practice on communication by company by means of website under implied consent mechanism has been issued to facilitate companies' adoption.
On Nov. 20, HK PRL issued bill to promote paperless communication.
HK GVT said the bill enables listed companies incorporated in HK to hold shares bought back in the treasury and dispose of them, and promotes paperless communication.
Follows HK Treasury Nov. 2023 proposed on paperless communication, see #192593.
Overview of Bill
Enable listed companies incorporated in HK, upon buying back of their own shares, to hold the shares as treasury shares, and to cancel, transfer or sell such treasury shares on or off the exchange to any person at any time under certain restrictions.
Allows companies to adopt the implied consent mechanism for disseminating corporate communication by means of a website and put in place sufficient safeguards.
Implied consent mechanism serves to promote paperless corporate communication.
If a firm's articles of association contain a provision that it disseminate communication by means of a website, it need not seek prior consent from each shareholder.
Next Steps
The bill will be introduced into the HK PRL for its first reading on Dec. 4, 2024.
Jan. 8, 2025 Bill Passed
On Jan. 8, 2025, HK PRL passed the Companies (amendment) bill 2024 above.
HK Treasury welcomed passage of bill, noting that the measures will help enhance the competitiveness of Hong Kong as an international business and financial centre.
The amendment ordinance is scheduled to be gazetted on Jan. 17, 2025; so as to allow sufficient time for companies to make the necessary preparations, the new arrangements will come into effect three months after publication in the gazette.
Jan. 17, 2025 Ordinance Gazetted
On Jan. 17, 2025, HK GVT gazetted the Companies (amendment) ordinance 2025.
It comes into operation 3 months from when the ordinance is published in the gazette.
Feb. 2025 HK CRG Circulars
On Feb. 21, 2025, HK CRG issued circular explaining the implementation of treasury share regime, and stated the ordinance will come into operation on Apr. 17, 2025.
It has specified two new forms (NSC22 and NSC23) and revised one existing form.
HK CRG also issued a circular on promoting paperless corporate communication.
Guidance note – good practice on communication by company by means of website under implied consent mechanism has been issued to facilitate companies' adoption.
Regulators
HK CRG; HK GVT; HK PRL; HK Treasury
Entity Types
Corp
Reference
Cir 2/2025, 3/2025, 2/21/2025; OG 1 of 2025, 1/17/2025; PR 1/8/2025; OG, Bill C2345, 11/20/2024
