Operational Challenges

in the Hong Kong and Singapore Capital Markets due toa Lack of Adoption of Electronic Means
November 2020

AUTHORS

Patrick Pang
Managing Director andHead of Compliance & Tax
Channette Chan
Associate

Hong Kong

Singapore

LondonTerris Tang
PartnerFarhana Sharmeen
Partner

Rob Moulton
PartnerSimon Hawkins
CounselSarah Soh
Associate

Carl Fernandes
PartnerKenneth Hui
Associate

JonathanRitson-Candler
Associate

Yingshi Pan
Associate

ASIFMA would also like to extend its gratitude to PwC Hong Kong who contributed to the section of “Taxand Stamp Duty Process Related Challenges” in particular.

Rex HoTax Partner
Alan Lau
Tax Manager

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Disclaimer

The information and opinion commentary in this ASIFMA – Operational Challenges in the Hong Kong andSingapore Capital Markets due to a Lack of Adoption of Electronic Means (Paper) was prepared by the
Asia Securities Industry and Financial Markets Association (“ASIFMA”) to reflect the views of ourmembers. ASIFMA believes that the information in the Paper, which has been obtained from multiple
sources believed to be reliable, is reliable as of the date of publication. As estimates by individual sources
may differ from one another, estimates for similar types of data could vary within the Paper. In no event,
however, does ASIFMA make any representation as to the accuracy or completeness of such information.
ASIFMA has no obligation to update, modify or amend the information in this Paper or to otherwise notify
readers if any information in the Paper becomes outdated or inaccurate. ASIFMA will make every effort
to include updated information as it becomes available and in subsequent Papers.

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ASIFMA is an independent, regional trade association with over 135
member firms comprising a diverse range of leading financial institutions fromboth the buy and sell side including banks, asset managers, law firms andmarket infrastructure service providers. Together, we harness the sharedinterests of the financial industry to promote the development of liquid, deep
and broad capital markets in Asia. ASIFMA advocates stable, innovative andcompetitive Asian capital markets that are necessary to support the region’s
economic growth. We drive consensus, advocate solutions and effect changearound key issues through the collective strength and clarity of one industry
voice. Our many initiatives include consultations with regulators andexchanges, development of uniform industry standards, advocacy forenhanced markets through policy papers, and lowering the cost of doing
business in the region. Through the GFMA alliance with SIFMA in the US and
AFME in Europe, ASIFMA also provides insights on global best practices andstandards to benefit the region.

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TABLE OF CONTENTSA.

INTRODUCTION AND STRUCTURE OF REPORT ............................................................................................ 6
A.1
A.2

INTRODUCTION ............................................................................................................................................ 6
STRUCTURE OF THIS REPORT........................................................................................................................ 8B.

KEY THEMES ............................................................................................................................................. 10C.

OPERATIONAL CHALLENGES AND SUGGESTED SOLUTIONS ........................................................................ 14
REGULATORY CORRESPONDENCE .............................................................................................................. 14
C.1.1 Regulatory applications and notifications ............................................................................................. 14
C.1.2 Day-to-day regulatory communications ................................................................................................ 16
CUSTOMER ONBOARDING ......................................................................................................................... 18
CORPORATE MEETINGS .............................................................................................................................. 21
LISTING AND IPO PROCESS ......................................................................................................................... 24
TAX AND STAMP DUTY PROCESS ................................................................................................................ 31
POST-TRADE MATTERS ............................................................................................................................... 36

D.

TOKENISED SECURITIES ............................................................................................................................. 41

E.

CONCLUSION ............................................................................................................................................ 47

F.

ANNEX ...................................................................................................................................................... 49G.

GLOSSARY OF DEFINED TERMS .................................................................................................................. 57

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A.

INTRODUCTION AND STRUCTURE OF REPORT

A.1 INTRODUCTION
The novel coronavirus (“COVID-19”) pandemic is continuing to have significant impact on
businesses across all industries, including those in the financial services sector. Social distancing
measures (including restrictions on public gatherings and mandatory quarantine periods)
introduced by governmental authorities in Hong Kong and Singapore, have resulted in thetemporary closure of offices of public authorities and commercial firms, work from homearrangements have been implemented and border controls/travel restrictions have been imposed.
These measures, implemented to mitigate the risk of widespread public health catastrophe, haveaffected capital markets and, more broadly, the ways in which financial institutions operate theirbusinesses.
In particular, financial institutions in Hong Kong and Singapore have encountered a number ofoperational challenges because certain processes could not be performed electronically. In
particular, restrictions on social and physical interaction have made it difficult for firms to comply
with some laws and regulations. For example, certain laws and regulations require the submissionof original documents with “wet-ink” signatures 1 rather than electronic signatures or
acknowledgements. Other laws and regulations require that individuals are physically present toperform a task or function at a certain place and time (e.g., witnessing the execution of a document).
The aim of this report is to identify:(i)the operational challenges identified by members of ASIFMA (“Members”) in Hong Kongand Singapore during the COVID-19 pandemic; and(ii)

the solutions proposed by Members to address or alleviate these operational challenges inthe short-term and/or the long-term.

While this report focuses on the operational challenges faced by Members as a result of the COVID19 pandemic, Members generally support the increased promotion, availability and use ofelectronic solutions as a strategic objective for the Hong Kong and Singapore authorities.
Development of electronic solutions in Hong Kong and Singapore ultimately enhances the1
For the purpose of this report, the terms “originals” and “wet-ink” signatures are used interchangeably, and refer to physically signed
signatures of an individual.

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accessibility of Hong Kong and Singapore markets and their reputation as leading international
financial centers.
In Hong Kong, the further development of digital solutions is consistent with the objectives
articulated in the Smart City Blueprint (the “Blueprint”), which was published by the Innovation andTechnology Bureau in 2017. 2 In the Blueprint, the Hong Kong government outlines its intention “toembrace innovation and technology to build a world-famed Smart Hong Kong”.
In Singapore, the Digital Government Blueprint 3, which was published in 2018, is “a statement of
the government’s ambition to better leverage data and harness new technologies, and to drive
broader efforts to build a digital economy and digital society, in support of Smart Nation”. The
Digital Government Blueprint states that digitalization is a key pillar of the Singapore government’s
public service transformation efforts.
Regulatory authorities in Hong Kong and Singapore also have expressed the importance of digitizing
their processes. For example, Mr. Eddie Yue, the Chief Executive of the Hong Kong Monetary
Authority (“HKMA”) stated at the Hong Kong Fintech Week in 2019 that the HKMA has embarked
on a digitalization programme, and will be overhauling its information technology and data
infrastructure. 4 The Hong Kong Securities and Futures Commission (“SFC”) has also previously
announced that digitization and process automation are key components of its information
technology solution 5, and the SFC conducts regular reviews on its internal operations to keep up
with the latest technological developments and innovative business practices to ensure they are
adopted effectively and securely. 6 In Singapore, the Monetary Authority of Singapore (“MAS”) has
previously stated that it is developing its own supervisory technology (or SupTech) to improve andsharpen its surveillance and analytical capabilities. 7

Please see the Innovation and Technology Bureau’s “Hong Kong Smart City Blueprint”(https://www.smartcity.gov.hk/blueprint/HongKongSmartCityBlueprint_e-flipbook_EN/mobile/index.html#p=27)
2

Please see The Smart Nation & Digital Government Office’s “Digital Government Blueprint” (https://www.tech.gov.sg/files/digitaltransformation/dgb_booklet_june2018.pdf)
3

Please see paragraphs 28 to 30 of the “Keynote Speech at Hong Kong Fintech Week 2019” by Mr. Eddie Yue(https://www.hkma.gov.hk/eng/news-and-media/speeches/2019/11/20191106-1/)

4

Please see page 11 of the SFC’s “Annual Report 2018-2019” (https://www.sfc.hk/web/files/ER/Annual%20Report/201819/Annual%20Report%202018-19_EN.pdf)
5

Please see page 9 of the SFC’s “Annual Report 2019-2020” (https://www.sfc.hk/web/EN/files/ER/Annual%20Report/201920/EN/02_Strategic%20Priorities_EN.pdf)
6

Please see “Banking Supervision – The Path Ahead - Opening Address by Mr Ong Chong Tee, Deputy Managing Director (Financial
Supervision), Monetary Authority of Singapore, at 13th Asia-Pacific High Level Meeting on Banking Supervision on 28th February 2018”(https://www.mas.gov.sg/news/speeches/2018/banking-supervision).
7

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It is also noteworthy that governmental and regulatory authorities in other jurisdictions, such as the
Financial Conduct Authority (“FCA”) in the United Kingdom (“UK”), have already embraced
electronic solutions for market participants in the financial sector, and accordingly some of theoperational challenges experienced by financial institutions in Hong Kong and Singapore (asdescribed in more detail later in this report) have not been experienced by financial institutions in
the UK. 8

A.2 STRUCTURE OF THIS REPORTThe key themes emerging from the feedback received from Members are set out in Part B of thisreport.
Part C of this report describes the specific challenges and solutions identified by Members throughthe following six subject categories:
1. Regulatory correspondence, including regulatory applications, notifications or submissions(“Regulatory Submissions”) and day-to-day communications;
2. Customer onboarding process;3. Corporate meetings;
4. Listing and initial public offering (“IPO”) process;5. Tax and stamp duty process; and6. Post-trade matters.
The solutions identified by Members in Part C of this report require:
1.
2.
3.
4.

amendments to laws and regulations;the issuance of regulatory guidance from regulatory authorities;changes to existing practices of regulatory authorities; and/or
support from industry bodies.

A consolidated list of Members’ suggested solutions is set out in the Annex to this report and issorted by reference to the relevant regulatory or public/governmental authority for the reader’sease of reference.
In addition, in Part D of this report, Members have separately noted the development oftokenisation as being of relevance because of certain challenges that are inhibiting the adoption of

8

Please see the FCA’s “Digital Regulatory Reporting” (https://www.fca.org.uk/innovation/regtech/digital-regulatory-reporting)

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tokenised securities under current legal and regulatory frameworks (though Members acknowledge
that this is not an operational challenge arising from the COVID-19 pandemic).
While Members have not conducted an exhaustive international benchmarking exercise to compareHong Kong and Singapore laws and regulations to the laws and regulations of all other major
financial centers, Members have considered the equivalent position in the UK, Hong Kong andSingapore (as applicable) for certain operational challenges in Parts C and D of this report.

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B.

KEY THEMES
Four key themes have emerged from our review of the operational challenges identified by
Members.
Firstly, there are certain requirements in Hong Kong and Singapore for firms to physically deliver
original documents with “wet-ink” signatures and/or certified true copies of documents toregulatory authorities or other persons.
Secondly, there are certain requirements in Hong Kong and Singapore for physical meetings to beheld and/or for an individual’s physical presence at a certain place and time.
Thirdly, the rules and regulations in Hong Kong in relation to electronic signatures and electronic
records arguably are too narrow, and restrict wider usage/acceptance of electronic signatures.
Fourthly, in Hong Kong there are some situations in which payments must be made using bankcheques or bank cashier orders within a prescribed time period.
When viewed in isolation, these themes and underlying issues do not appear to be material.
However, when aggregated together they present real operational challenges that could be
alleviated by the implementation of electronic solutions.
Theme (1)Requirements to deliver originals or certified true copies

In Hong Kong and Singapore, there are certain legal and regulatory requirements that require an
original document signed with “wet-ink” signatures, or a certified true copy of a document, to bedelivered to a regulatory authority or another person. For example, certain regulatory authorities
require the physical submission of original Regulatory Submissions physically signed with “wet-ink”
signature(s). These “wet-ink” signatures may be required from individuals of the firm itself or fromthird parties such as accountants, witnesses or persons certifying a document or customers of afinancial institution, who may be required to deliver originals or certified copies of certain
documents to the financial institution as part of the financial institution’s anti-money launderingand know-your-client (“AML/KYC”) requirements.
During the COVID-19 pandemic, firms have found it difficult to fulfil these requirements. In
particular, due to the social distancing measures, it has been challenging for signatories to sign andarrange for the physical delivery of “wet-ink” signatures or for persons (such as public notaries orlawyers) to certify documents and arrange for the physical delivery of certified true copies. Social
distancing measures and reduced transportation services also have resulted in a delay in thedelivery of documents being delayed.

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To address the challenges above, regulatory authorities may wish to consider modifying current
requirements or practices (as the case may be) to permit Regulatory Submissions to be submitted
electronically instead of physically. In addition, regulatory authorities may also wish to consider
providing further guidance on and promoting the use of electronic signatures for the certificationof documents for AML/KYC purposes.
Theme (2)Requirement for physical meetings and presence

In Hong Kong and Singapore, there are certain legal and regulatory requirements and market
conventions requiring physical meetings to be held and/or for an individual’s physical presence at a
certain place and time. For example, in Hong Kong and Singapore, a company’s articles ofassociation may require the company to hold its annual general meetings and extraordinary general
meetings at physical premises. In Hong Kong, there also is a regulatory expectation and market
practice that sponsors will need to be physically present to conduct due diligence on an applicant
that is applying for its securities to be listed on the Stock Exchange of Hong Kong Limited ( “SEHK”).
During the COVID-19 pandemic, firms have found it challenging to meet these requirements. In
particular, due to social distancing measures, it has been difficult or impossible to require individuals
to be physically present at a particular place and time.
Theme (3)Restrictiveness of rules and regulations on electronic signatures

In Hong Kong, the Electronic Transactions Ordinance (Cap. 553) (“ETO”) accords electronic records
and electronic signatures the same legal status as that of their paper-based counterparts. In general,a signature requirement under Hong Kong law can be met by any form of electronic signature solong as it is reliable, appropriate and agreed by the recipient of the signature. There are, however,a number of exceptions that omit the application of the ETO:(a)

For transactions involving government entities, a digital signature must be supported by arecognized digital certificate issued by a certification authority recognized under the ETO.
Currently, there are only two certification authorities recognized under the ETO, namely,
the Postmaster General and Digi-Sign Certification Services. 9(b)

A number of matters are excluded from the scope of the ETO, including:9
Please see the Office of the Government Chief Information Officer’s “Disclosure Records of Recognized Certification Authorities”(https://www.ogcio.gov.hk/en/our_work/regulation/eto/ca/disclosure_records/)

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(i)the making, execution or making and execution of any instrument which is required to
be stamped or endorsed under the Stamp Duty Ordinance (Cap. 117) (“SDO”) otherthan a contract note;(ii)

any assignment, mortgage or legal charge within the meaning of the Conveyancing andProperty Ordinance (Cap. 219) or any other contract relating to or effecting thedisposition of immovable property or an interest in immovable property; and(iii)

a document effecting a floating charge referred to in section 2A of the Land
Registration Ordinance (Cap. 128).

These exceptions have restricted firms from being able to execute certain documents (e.g., stock
borrowing agreements) electronically, and the physical execution of such documents may bechallenging and difficult during the COVID-19 pandemic. To address this, the Financial Services andthe Treasury Bureau (“FSTB”) may wish to consider the feasibility of removing the exceptions under
Schedule 1 to the ETO and dispensing with the requirement that transactions involving government
entities require a digital signature supported by a digital certificate issued by a recognizedcertification authority.
In Singapore, there are also a number of exclusions (“Schedule 1 Exclusions”) to the Electronic
Transactions Act (Cap. 88) (“ETA”). These include:(a)negotiable instruments, documents of title, bills of exchange, promissory notes,
consignment notes, bills of lading, warehouse receipts or any transferable document or
instrument that entitles the bearer or beneficiary to claim the delivery of goods or thepayment of a sum of money;(b)

the creation, performance or enforcement of an indenture, declaration of trust or power ofattorney, with the exception of implied, constructive and resulting trusts;(c)

any contract for the sale or other disposition of immovable property, or any interest in suchproperty; and(d)the conveyance of immovable property or the transfer of any interest in immovable property.

The Infocomm Media Development Authority of Singapore (“IMDA”) is currently reviewing the ETA
and is mindful that Singapore’s legislative framework should continue to be facilitative and nothinder the development and adoption of practical and commercially viable electronic means ofPage 12 of 58

communications and transactions. 10 Some of the changes contemplated by IMDA include removing
the Schedule 1 Exclusions entirely or removing certain items from the list of excluded matters.
Theme (4)Restrictiveness on the means of payments

In Hong Kong, there are certain legal requirements for tax payments to be made within prescribedperiods of time. For example, the payment of stamp duty in Hong Kong in relation to transfer ofHong Kong stock is to be settled within the prescribed time period (i.e., 2 days or 30 days dependingon the location of execution of the transactions) after the submission of the original contract notes,
instrument of transfers and the relevant supporting documents to the Hong Kong Inland Revenue
Department (“IRD”). Currently, the payment of the relevant stamp duty to the IRD is made via
cheque or a bank cashier order. The only e-payment channels made available by the IRD are Visa,
Master, UnionPay and PPS, which most of the firms cannot adopt in practice.
During the COVID-19 pandemic, firms have found it operationally difficult to meet certain tax
payment obligations. In particular, due to the social distancing measures, it has been challenging
for a cheque or a bank cashier order to be arranged and physically delivered to the IRD in paymentof the stamp duty within the prescribed time periods.
To address the challenges above, authorities may wish to consider allowing payments by direct
debit and/or bank remittance as an additional payment method to the existing e-payment methods(e.g., PPS, credit cards).

Please see the IMDA’s “Consultation Paper on Review of the Electronic Transactions Act (ETA) (Cap.88)” (https://www.imda.gov.sg//media/Imda/Files/Regulation-Licensing-and-Consultations/Consultations/Consultation-Papers/Public-Consultation-on-the-Review-of-theElectronic-Transactions-Act/Public-Consultation-Paper-on-the-Review-of-the-Electronic-Transactions-Act-27-Jun-2019.pdf?la=en)
10

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C.

OPERATIONAL CHALLENGES AND SUGGESTED SOLUTIONSREGULATORY CORRESPONDENCE

C.1.1 Regulatory applications and notifications
In Hong Kong, Members have identified that certain Regulatory Submissions are required to besigned with “wet-ink” signatures and physically delivered to the relevant regulatory authority. In
addition, “wet-ink” signatures from third parties, such as accountants and witnesses, may also be
required for certain types of Regulatory Submissions. Due to social distancing measures
implemented during the COVID-19 pandemic, firms have found it challenging to obtain “wet-ink”
signatures from the relevant signatories. While certain regulatory authorities in Hong Kong haverelaxed their processes during the COVID-19 pandemic (e.g., the SFC has committed to start
reviewing regulatory applications as soon as a scanned copy of the application form has been
received). 11 Members have noted that the original documents signed with “wet-ink” signatures will
still need to be physically submitted to the regulatory authorities in order for the Regulatory
Submissions to be finalised/approved.
To address this challenge, Members invite the SFC and the HKMA to consider transitioning toelectronic Regulatory Submissions and permitting the use of scanned copies of signatures/digital
signatures instead of requiring the physical submission of Regulatory Submissions with “wet-ink”
signature pages.
The specific operational challenges and solutions identified by Members are set out in the tablebelow:
Item

Regulator

Specific Example

1.

SFC

Physical submission of originals of licensing application and forms
Operational Challenge: Currently, firms submitting a licensing application to the SFC under Part V of the
Securities and Futures Ordinance (“SFO”) are required by the SFC to physically submit an original of thelicensing application to the SFC. For example:•

Form A (Application for Licence – Corporation) requires (i) the “wet-ink” signatures of two
directors/persons authorized by the board; and (ii) witnessing of the signatures of thedirectors/persons authorized by the board by certain persons (practicing solicitor, notary public or

11 Please see the SFC’s “Frequently Asked Questions on Application Procedures for Authorization of Unit Trusts and Mutual Funds under the
Revamped Process” as an example (https://www.sfc.hk/web/files/PCIP/FAQ-PDFS/FAQs%20on%20Application%20Procedures_20200807.pdf)

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Item

Regulator

Specific Example
a director/responsible officer of the licensed corporation/corporation applying for a licence) in thevetting authorization section of the form.
•“Wet-ink” signatures and/or witnessing are also required for other licensing forms such as Form D(New Substantial Shareholder Application), Supplement A (Information on Corporation),
Supplement B (Personal Information) and Supplement C (Responsible Officer or Temporary
Licensed Representatives).

•

For applications in relation to individuals, signatures of both candidates and responsible officers
are required; and a vetting form is also required to be witnessed by responsible
officers/directors/notary public/ practising solicitors.

Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. In general, the UK regulators haveencouraged the move away from physical submissions. Under section 55U(4) of Financial Services
and Markets Act 2000, an application for authorization must be made in such a manner as theregulator may direct. The two key financial services regulators are the FCA and the Prudential
Regulation Authority (“PRA”), both of which direct the submission of electronic applications (thismay be via scanned signature pages or digital signatures). Further, variations or cancellations to theauthorisation of a firm must be notified via the FCA’s online “Connect” platform. 12•

Singapore: There is, to a lesser extent, a similar operational challenge in Singapore. Licenceapplications can be submitted to the MAS online. 13 However, most applications, and application
forms or forms to be submitted in connection with a change in shareholders or control of aregulated entity, must be signed by “wet-ink”, and a scan of the signed page should be submitted
to the MAS. Although the MAS does not require submission of the original signed page, it isinconvenient to obtain the scanned signed page in light of social distancing measures (as signatories
may not have access to a scanner or a printer).

Proposed solution: SFC to consider amending its licensing forms pursuant to section 402 of the SFO
so that the SFC can accept (i) licensing application forms that are signed with digital signatures; and(ii) electronic copies of signed licensing application forms.

2.

SFC

Physical submission of originals of audited financial statements
Operational Challenge: Under section 156 of the SFO and the Securities and Futures (Accounts and Audit)
Rules (Cap. 571P), SFC licensed corporations are required to submit financial statements and otherdocuments, together with an auditor’s report, to the SFC no later than 4 months after the end of thefinancial year. Currently, the SFC does not accept digital signatures for audited financial statements thatare submitted.
Practice in the UK and Singapore:

12

FCA: Supervision Manual (“SUP”) 6.3.15 of the FCA Handbook

13

Such submissions can be made through the Corporate e-Lodgment System.

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Item

Regulator

Specific Example•

UK: The UK does not have an equivalent operational challenge. In response to the COVID-19
pandemic, the FCA 14 and the PRA 15 have each confirmed explicitly that firms may use electronic
signatures for all interactions with them. Although it is noted that the PRA reserves the right torequest “wet-ink” signatures in specific instances, this is the exception and not the rule.

•Singapore: There is a similar operational challenge in Singapore. Auditor’s reports may requirephysical “wet-ink” signatures, and it may be inconvenient to obtain such signatures in light of social
distancing measures and office closures.

Proposed solution: Members recognize that the SFC has allowed for an extension of the submission
period in its circular dated 7 February 2020. 16 In the long term, the SFC should consider accepting theuse of documents that are signed with digital signatures, electronic copies of signed documents oremail approvals. In the short term, the SFC should consider accepting the same forms ofsignatures/approvals followed by “wet-ink” signatures as soon as practicable.

3.

HKMA

Physical submission of originals of financial disclosures of authorized institutions
Operational Challenge: Returns require physical signatures of the accountant and chief executive of an
authorized institution as evidence of review and that proper controls are in place. Digital signatures are
not available for the returns at this point of time, and obtaining signed originals is difficult during the
COVID-19 pandemic. For example, for financial disclosures of an authorized institution, “wet-ink”
signatures of the chief executive are required.
Practice in the UK and Singapore: Please see the practice identified in item 2 above.
Proposed solution: Please see the proposed solution in item 2 above.

C.1.2 Day-to-day regulatory communications
Another challenge encountered by licensed banks in Hong Kong is that their staff cannot access the“Submission Through Electronic Transmission” (“STET”) terminal of the HKMA remotely from homewhile social distancing measures are in effect, as the STET terminal is a private network portal thatcan only be accessed at designated office premises. As the STET terminal is used for certain key
communications with the HKMA, this has resulted in difficulties for licensed banks (i.e., bank staff

14
Please see the FCA’s “FCA expectations for “wet-ink” signatures in light of coronavirus (Covid-19) restrictions”(https://www.fca.org.uk/news/statements/expectations-wet-ink-signatures-coronavirus-restrictions)

Please see the PRA’s “PRA Statement on the use of electronic signatures to evidence forms and other documents delivered to the PRA”
(https://www.bankofengland.co.uk/prudential-regulation/publication/2020/statement-on-electronic-signatures)

15

Please see the SFC’s FAQ “Licensing related matters in light of the COVID-19 pandemic”
https://www.sfc.hk/en/faqs/intermediaries/licensing/Licensing-related-matters-in-light-of-the-COVID-19pandemic#87EAF31A0E5648EB93C72B50B2745739)
16

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would need to return to office premises to use the STET terminal despite social distancing
measures).
The specific operational challenges and solutions identified by Members are set out in the tablebelow:
Item

Regulator

Specific Example

4.

HKMA

Certain regulatory submissions can only be made through STET terminal or by physical submission
Operational Challenge: Currently, various regulatory submissions and correspondences are submitted to
the HKMA via the HKMA’s STET terminal website, which cannot be accessed remotely. These include selfassessments, surveys and financial returns that authorized institutions are required to submit, such as
the following:•

Registrations and/or de-registrations of relevant individuals, as required under section 20(4) of the
Banking Ordinance and paragraphs 3.1.3 to 3.1.4 of Module SB-2 (Supervision of Regulated
Activities of SFC-Registered Authorized Institutions) of the HKMA’s Supervisory Policy Manual, cancurrently only be made by online submission via the HKMA’s STET terminal, which cannot be
accessed remotely.

•Self-assessments such as those relating to the Deposit Protection Scheme (Representation on
Scheme Membership and Protection of Financial Products under Scheme) Rules, the Guideline on
Information Required for Determining and Paying Compensation issued by the Hong Kong Deposit
Protection Board and the Code of Banking Practice issued jointly by the Hong Kong Association of
Banks and the Hong Kong Association of Restricted Licence Banks and Deposit-taking Companies.

•

Surveys such as those relating to new products and services launched, Intelligence-led Cyber Attack
Simulation Testing (iCAST) and the implementation of the enhanced competency framework (ECF)
for banking practitioners.

•

Financial returns and submissions such as surveys on selected balance sheet information and theMonthly Return of Renminbi Business Activities (MA(BS)16).

In addition, some submissions require encryption via a tool at STET terminal, while other submissions
require original copies with “wet-ink” signatures.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. For the registration/de-registrationof relevant individuals, the UK equivalent regime is the Senior Managers and Certification Regime,
which provides a number of different platforms for the submission of relevant notifications,
including the FCA’s online “Connect” platform, email and post. 17 For regulatory submissions, undereach of their equivalent rules 18 , the UK regulators may be notified or corresponded with via a
number of different methods including but not limited to the FCA’s online “Connect” platform,
email, telephone and post.

17

FCA: SUP 10C.15.11R, SUP 10C.15.14R and SUP 15.7.5AR of the FCA Handbook.

18

FCA: SUP 15.7.5AR of the FCA Handbook. PRA: Form and Method of Communication, 7.4(2) of the PRA Rulebook.

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Item

Regulator

Specific Example•

Singapore: Singapore does not have an equivalent operational challenge. Regulatory submissions
may be made via MAS’s online portals, and correspondence with MAS is typically through email. In
particular, notification to the MAS for the appointment or cessation of an appointed representative
can be provided through electronic means (e.g., email, or one of the MAS’s online portals).

Proposed solution: HKMA to consider (i) migrating the STET system to an online portal where banks
can access the portal remotely from anywhere and not only from their designated office premises;and (ii) bringing the online portal in line with international standards.
For other physical submissions, HKMA to consider accepting the use of email approvals and, in theinterim, email approvals followed by “wet-ink” signatures as soon as practicable.

CUSTOMER ONBOARDING
In Hong Kong, social distancing measures have posed certain difficulties for Members in respect of
the customer onboarding process due to requirements for the certification of documents and therestrictions on the use of Uniform Resource Locators or URLs (commonly known as web addresses).
Members invite regulatory authorities to issue further guidance to address the operational
challenges that Members have encountered in relation to the certification of documents and to
consider permitting the use of URLs to facilitate customer onboarding.
The specific operational challenges identified by Members are set out in the table below:
Item

Regulator

Specific Example

5.

SFC

Certification of corporate constitutional documents
Operational Challenge: Under section 4 of Schedule 2 to the Anti-Money Laundering and CounterTerrorist Financing Ordinance (Cap. 615) (the “AMLO”) and paragraph 4.2 of the Guideline on AntiMoney Laundering and Counter-Financing of Terrorism (For Licensed Corporations) issued by the SFC(the “SFC AML Guideline”), SFC-licensed corporations are required to identify their customers and verify
the customers’ identity by reference to documents, data or information provided by a reliable andindependent source. Where the AML risk of a customer is higher, an SFC-licensed corporation would
need to enhance its due diligence on the customer under a risk-based approach. While there is no strict
requirement under AMLO to obtain certified copies of a corporate customer’s constitutional documents
when verifying the identity of the corporate customer, it is often a requirement in the policies andprocedures of SFC-licensed corporations to do so. Due to social distancing measures in effect during the
COVID-19 pandemic:

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Item

Regulator

Specific Example•

Members have found it difficult to obtain third-party certifications 19; and•Members have also found it difficult to obtain certifications from offshore clients (e.g., a Hong Kongbank dealing with a Singapore corporate client). Members are not aware of an e-certification toolthat could be used for certification of corporate documents and noted that traditional certification
requires an individual to certify the relevant document.

Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. The FCA has provided specificguidance to firms on complying with their financial crime systems and controls obligations during
the COVID-19 pandemic. 20 Specifically, the FCA recommends that when performing customer due
diligence (“CDD”) or KYC, firms continue to comply with their obligations to identify and verify theidentity of clients but are more flexible in the evidence they obtain. 21 Firms are therefore able toaccept scanned PDF documentation, use digital photos and videos and third-party digital identity
solutions etc., and not require certified hard copy documents. However, this does not represent arelaxation of current rules (which provide for this flexibility in any event).

•

Singapore: There is a similar operational challenge in Singapore. Financial institutions are required
to put in place robust AML/CFT controls, including verifying customers’ identities using independentsource data. Due to office closures, it may be difficult to obtain certified true copies of corporate
documents. The MAS’s guidelines, however, are silent on the requirement for employees to witness“wet-ink” signatures in relation to account openings and/or adding new signatories.

•

Members also noted that the Office of the Government Chief Information Officer (“OGCIO”) isdeveloping and promoting the use of iAM Smart accounts (a single digital identity andauthentication to conduct government and commercial transactions online, for Hong Kong
residents). This would appear to be a longer-term solution given that the programme is currently
being tested in a sandbox. 22 In addition, while iAM Smart accounts may be relevant to ecertifications by Hong Kong persons, there is some ambiguity on the status of e-certifications byoverseas persons under other certification schemes. 23

Proposed solution: SFC to consider whether there are any potential solutions to the challenges facedby the industry as identified above. In addition, the range of designated certifiers be expanded so thatcertifications could be done in-house (e.g., by SFC expanding the list of persons prescribed in Appendix
A of the SFC AML Guideline).

19
Appendix A of the SFC AML Guideline generally restricts self-certification by the customer. However, this is subject to the exception that afinancial institution may accept the copy documents certified by a professional person within a legal person customer if that professional
person is subject to the professional conduct requirements of a relevant professional body, and has certified the copy documents in his or her
professional capacity.

Please see the FCA’s “Financial crime systems and controls during coronavirus situation” (https://www.fca.org.uk/firms/financialcrime/financial-crime-systems-controls-during-coronavirus-situation)
20

Please see the FCA’s “Financial crime systems and controls during coronavirus situation” (https://www.fca.org.uk/firms/financialcrime/financial-crime-systems-controls-during-coronavirus-situation)
21

22
Please see the OGCIO’s “iAM Smart (formerly known as Electronic Identity; eID)”(https://www.ogcio.gov.hk/en/our_work/business/tech_promotion/iam_smart/)

While there are currently certain mutual recognition of electronic signature arrangements in Hong Kong, these are limited. Please see the
OGCIO’s “Mutual Recognition of Electronic Signature Certificates issued by Hong Kong and Guangdong”(https://www.ogcio.gov.hk/en/our_work/business/mainland/cepa/mr_ecert/)

23

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Item

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Specific Example

6.

SFC

Remote onboarding is only available for certain overseas clients
Operational Challenge: The remote onboarding approach set out in the SFC’s circular dated 28 June 2019
entitled “Remote onboarding of overseas individual clients“ 24 (the “Remote Onboarding Circular”) forthe purposes of complying with the account opening requirement under paragraph 5.1 of the Code of
Conduct for Persons Licensed by or Registered with the SFC (the “SFC Code of Conduct”) is currently only
available for clients that are based overseas. As there is no equivalent remote onboarding solution forHong Kong-based clients, firms may find it difficult to onboard Hong Kong-based clients remotely.
Proposed solution: SFC extending the principles in the Remote Onboarding Circular to Hong Kongbased clients.

7.

HKMA

Restriction on sending URL to clients for onboarding purposes
Operational Challenge: Various guidance from the HKMA (such as paragraph 4.3.2 Module TM-E-1 (Risk
management of e-banking) of the HKMA’s Supervisory Policy Manual, the HKMA’s reply to the Hong Kong
Association of Banks on 20 September 2019 on Module TM-E-1 and an FAQ issued to licensed banks in
October 2019) suggests that licensed banks should not send messages (e.g. emails or SMS messages) totheir customers with embedded hyperlinks (including those presented as QR code) to their transactional
websites or internet banking mobile apps, as the HKMA does not consider there to be effective andreliable methods to help bank customers distinguish phishing messages from genuine messages oflicensed banks.
Licensed banks have found this restriction onerous as they are unable to send URLs to their first timecustomers directing the customers to their digital portals, hindering their onboarding process.
Customers, themselves, have also been requesting access to digital signing solutions. Members havenoted that, once the customers access the digital portal, there are further customer authentication
processes, and the URLs are simply used to direct customers to the access point.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge, as it does not have a similar
restriction on performing CDD via online platforms or sending clients URLs to access those digital
onboarding platforms.

•

Singapore: Singapore does not have an equivalent operational challenge as the MAS does notprohibit the sending of URLs to clients 25.

24
Please see the SFC’s circular to intermediaries “Remote onboarding of overseas individual clients”(https://www.sfc.hk/edistributionWeb/gateway/EN/circular/intermediaries/supervision/doc?refNo=19EC46)
25
The MAS encourages financial institutions to use technology that helps to improve the customer on-boarding experience while safeguarding
against AML/CFT risks. The MAS has issued a circular to provide guidance to financial institutions on the use of innovative technology solutions
to facilitate safe, non face to face customer on-boarding. Please see the MAS’ circular titled “Use of MyInfo and CDD measures for non-face-toface business relations” (Circular No.: AMLD 01/2018) (https://www.mas.gov.sg/-/media/MAS/Regulations-and-Financial-Stability/Regulatoryand-Supervisory-Framework/Anti_Money-Laundering_Countering-the-Financing-of-Terrorism/Circular-on-MyInfo-and-CDD-on-NFTF-businessrelations.pdf) which provides guidance to financial institutions on the use of innovative technology solutions to facilitate safe, non-face to facecustomer on-boarding.

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Proposed solution: HKMA to consider permitting URLs for client onboarding in Hong Kong as a step toimprove KYC in Hong Kong.

CORPORATE MEETINGS
In both Hong Kong and Singapore, social distancing measures resulting from the COVID-19
pandemic have posed difficulties in convening corporate meetings that are traditionally heldin-person. Delaying corporate meetings often is not appropriate since certain corporate meetings,
such as annual general meetings, are required to be convened within a specific time period asprescribed by laws and regulations. While technology to host virtual meetings is available on themarket, 26 there are certain challenges with using this technology and it has not yet been widelyadopted.
In Hong Kong, investors have two ways of holding shares in listed companies: paper sharecertificates or in an electronic form within the Central Clearing and Settlement System (“CCASS”).
Shares held in paper form are registered in the company's register of members under the investor's
own name or in the name of a chosen nominee. The registered holders have the legal right ofowning the shares, and all corporate announcements and entitlements are delivered to the ownerdirectly. Investors who hold shares in an electronic form through CCASS enjoy the convenience oftrading and safe-keeping, as the shares are deposited either in their investor participant accountdirectly opened with the CCASS, or with their broker and/or bank (where their securities accounts
are opened) which is a CCASS Participant. As the shares deposited into CCASS are registered under
the name of a CCASS nominee (i.e., HKSCC Nominees Limited, a wholly-owned subsidiary of HKEX),
the non-registered holders will not have the legal title to the shares, but they hold the beneficial
title to the shares. When a non-registered holder wishes to attend a general meeting of a listedcompany in person, they must notify their broker/bank or CCASS that they (or their nominee) willattend the general meeting as a proxy of HKSCC Nominees for the numbers of shares held by suchnon-registered holder. Upon receipt of all proxy instructions from the non-registered holders,
HKSCC Nominees will usually provide a summary of proxy instructions to the listed company two to
three days before the general meeting.
The key operational challenges identified by Members are as follows. Firstly, HKSCC Nominees only
provide the addresses of their proxies to a listed issuer, and other details such as email address or

26
We note that share registrar service providers in Hong Kong have developed different online systems for listed companies holding virtual
corporate meetings.

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phone number of such proxies are not provided. As listed issuers only have one or two days prior
to the general meeting to provide virtual meeting IDs and passwords to the HKSCC proxies and suchcorrespondence is by physical mail, the risk of delivery failure is high during times when the postal
service is disrupted, meaning that HKSCC proxies may be unable to receive the meeting IDs andpasswords before the general meeting. Secondly, there is a lack of regulatory guidance on how
virtual meetings should be convened and there are certain ambiguities in this area.
To address these challenges, Members invite the relevant regulatory authorities to consider (i)implementing a system allowing both registered and non-registered holders of a listed issuer toattend the corporate meetings if they wish; and (ii) publishing regulatory guidance to clarify
conditions and requirements for virtual meetings.
Specific operational challenges and solutions identified by Members are set out in the table below:
Item

Regulator

Specific Example

8.

Hong Kong
Companies
Registry (the“HKCR”)/
Hong Kong
Exchanges
and Clearing
Limited (the“HKEX”)/SFC

Practical challenges in relation to virtual meetings
Operational Challenge: There are a number of challenges with virtual meetings. In addition to thechallenges mentioned above, they include:
•
•
•
•

•

•

how to verify the identity of attendees;
how to administer the voting process;private companies may be unable to effectively disseminate the notice of general meeting byelectronic means if they do not have a company website or each member’s email address;
the company’s articles of association may not permit the sending of documents electronicallyand the company may face administrative difficulties coordinating the printing, packing andsending of the physical documents required to be sent to members, or laid or produced at a
general meeting;
HKSCC Nominees may only be able to provide listed issuers with a list of non-registered holders
who wish to attend a corporate meeting in person one or two days before the corporate
meeting. The listed issuer and its share registrar may not have sufficient time to deliver the
meeting ID and passwords for such non-registered holders; andthe company’s articles of association may not allow for remote electronic voting.

Practice in the UK and Singapore:•

UK: There is a similar operational challenge in the UK. Since 23 March 2020, the UK has been
subject to certain restrictions on public gatherings of varying degree. Whilst such restrictions
have been in place, UK companies have faced similar difficulties in validly convening annual
general meetings (“AGMs”). During this time, the Chartered Governance Institute and the
Financial Reporting Council issued guidance as to how companies could safely convene AGMs
in compliance with both: (i) the ongoing restrictions; and (ii) the rules on convening AGMs under
the UK Companies Act 2006 and common law. The guidance suggested that a physical meeting
could be convened with the fewest people possible to validly form a quorum, with attendees
also being shareholders (or designated proxyholders). The meetings would take place quickly,
and public attendance would be strongly discouraged. For a number of reasons, electronic
meetings are not advisable under English law as there are doubts if such meetings are valid.

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Specific Example
To address the above issue, on 28 March 2020, the UK Government announced it would legislate
to enable companies to hold AGMs more easily in light of the pandemic. On 26 June 2020, theCorporate Insolvency and Governance Act 2020 came into force, which, amongst other things
enables companies to: (i) hold their meetings anywhere (i.e., no physical presence needed); and(ii) hold electronic AGMs.
•

Singapore: There is a similar operational challenge in Singapore. Please see item 9.
Proposed solution: HKCR, HKEX and SFC to provide guidance on how virtual meetings can beconvened in light of the challenges identified above. In addition, regulatory authorities to work
towards a long term solution to advocate for changing corporate governance norms to permit
and provide for virtual meetings to take place. The relevant bodies to approach may include
the share registrar service providers on market and directors and corporate secretarial bodies(e.g., HK Institute of Chartered Secretaries, and The Hong Kong Institute of Directors), etc.

9.

Accounting
andCorporate
Regulatory
Authority(the “ACRA”)(in relation
totheSingapore
Companies
Act (Cap. 50)(“CompaniesAct”))

Practical challenges in relation to virtual meetings
Operational Challenge: There are a number of challenges when holding corporate meetings throughelectronic means, including:
•

•

•
•

companies that are not listed on the Singapore Exchange Securities Trading Limited (the “SGXST”) (hence unable to publish the notice of general meeting on SGXNet) may be unable toeffectively disseminate the notice of general meeting by electronic means if they do not havea company website, and each member’s email address;
the company’s constitution may not permit the sending of documents electronically and thecompany may face administrative difficulties coordinating the printing, packing and sending of
the physical documents required to be sent to members, or laid or produced at a general
meeting;
the company’s constitution may not allow for remote electronic voting; andthe company may require certain employees to be present at the same physical location tofacilitate the conduct of the meeting by electronic means. While this may be permitted under
Singapore’s safe distancing measures currently in effect, the COVID-19 situation remains fluid
and it is uncertain what measures may be introduced in the future.

Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK. Please see item 8.

•Hong Kong: Please see item 8.
Proposed solution: If the company’s constitution does not allow for remote electronic voting,shareholders must vote by proxy only and only the chairman of the meeting may be appointed
as proxy. The Companies Act does not prescribe how the instrument for appointing a proxyshould be submitted to the company, which is left to be stipulated by the company in its
constitution.
Shareholders should specify how they wish to vote (for/against/abstain) on the resolutions.
Guidance from ACRA, MAS and the SGT-ST, prepared in light of the COVID-19 (Temporary
Measures) (Alternative Arrangements for Meetings for Companies, Variable CapitalCompanies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, clarifies thatproxy forms may be submitted through electronic means (e.g., email). It is proposed that ACRA

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Specific Example
accept that the publishing of the notice of general meeting in the Gazette and at least one
English local daily newspaper would satisfy the requirement to disseminate such notice. In
addition, it is proposed that the relevant bodies generally work towards a long-term solution
to advocate for changing corporate governance norms to permit and provide for virtual
meetings to take place. Such relevant bodies to approach may include the share registrar
service providers on market and directors and corporate secretarial bodies, etc.
In addition, it is noted that ACRA had set up a Companies Act Working Group (“CAWG”) in
January 2018 to review several areas of the Companies Act. The CAWG was chaired by a thenACRA Board member and comprised eight members from local and international law firms,
industry regulators and associations. The CAWG published a report on 15 May 2019 in which it
proposed amendments to the Companies Act to give companies the flexibility to hold digital
general meetings and board meetings. The CAWG recommended that it may be necessary toamend certain specific provisions in the Companies Act to address any ambiguity as to howshareholders’ rights may apply to digital meetings, and that the Companies Act be amended tomake it mandatory for all companies to accept proxy instructions given by electronic means
instead of leaving this to be stipulated in the company’s constitution.
ACRA invited members of the public to provide feedback on CAWG’s proposed amendments to
the Companies Act from 20 July 2020 to 17 August 2020. ACRA is currently reviewing comments
provided and will publish a summary of the comments received.

LISTING AND IPO PROCESSIn Hong Kong and Singapore, social distancing measures and restrictions on cross-border travelling
resulting from the COVID-19 pandemic have presented a number of practical difficulties for listing
applicants and firms that are involved in the listing or public offering process.
Specifically, there are existing rules, regulations or other practices in Hong Kong or Singapore which
require:(i)firms to conduct physical due diligence exercises on a listing applicant (such as site visits,
third-party due diligence interviews, etc.);(ii)

listing applicants and firms to attend physical meetings with regulatory authorities;(iii)

listing applicants to arrange for the physical submission of application and other documents
to regulatory authorities (which may be in the form of original documents or a certified copyof documents); and(iv)

listing applicants to make available certain documents for physical inspection.

Page 24 of 58

Social distancing measures in effect during the COVID-19 pandemic have posed operational
challenges to industry participants as the measures have restricted firms and listing applicants fromconducting physical meetings and mandatory quarantine requirements have prevented crossborder travel. Taken together, these requirements have resulted in significant challenges or delays
in physical submission of documents (especially where the documents submitted are in original or
certified form).
To address these challenges, Members invite regulatory authorities in Hong Kong and Singapore toconsider issuing additional guidance on how virtual meetings can be conducted in place of physicalmeetings as well as providing electronic solutions for the submission of documents (such as theacceptance of scanned copies of documents or electronically signed documents) or dispensing withthe requirement to physically submit certain documents altogether.
Specific operational challenges and solutions identified by Members are set out in the table below.
Members also note that in July 2020 the HKEX published a consultation paper on proposals to
introduce a paperless listing and subscription regime, online display of documents and reduction of
the types of documents on display (the “Consultation Paper”). 27 If the proposed paperless regime
is adopted by the HKEX, certain operational challenges identified by Members below may
potentially be addressed.
Item

Regulator

Specific Example

10.

HKEX

Physical listing hearings
Operational Challenge: Rule 2B.11 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) regulates the conduct of listing review
hearings, including the invitation of the listing applicant and its directors to attend hearings. In
particular, under Rule 2B.02 of the Listing Rules, the Listing Committee may at any time conduct
a hearing in relation to any matter relating to or arising out of the Listing Rules and it may require
the attendance at such hearing of such persons and the production to such hearing of such
documents as it deems appropriate. Members understand that the HKEX has already
implemented measures to allow attendance at Listing Committee hearings by telephone during
periods where physical meetings are restricted. However, logistical and practical issues may stillarise where physical meetings may still be required, such as for Listing Review Committee
hearings or meetings on listing application returns.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge, as an applicant is not
required to attend a listing hearing in person. LR3.2 of the UK Listing Rules sets out therequirements for an application for a listing of shares with the London Stock Exchange.

27 Please see the HKEX’s Consultation Paper on Proposals to Introduce a Paperless Listing & Subscription Regime, Online Display of Documents

and Reduction of the Types of Documents on Display dated July 2020 (https://www.hkex.com.hk/News/Market-Consultations/2016-toPresent/July-2020-Paperless-Listing?sc_lang=en)

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Item

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Specific Example•

Singapore: Singapore does not have an equivalent operational challenge. There is no
specific requirement for the Singapore Exchange Limited (the “SGX”) Listings Disciplinary
Committee and Listings Appeal Committee to be held physically rather than remotely.
Additionally, the Listings Advisory Committee operates through meetings which can beheld physically or through teleconference.
Proposed solution: HKEX to enable participants to join listing hearings by way of virtual
meetings.

11.

HKEX

Physical submission of originals and/or certified copies of certain listing application-related
documents
Operational Challenge: Under Rule 9.11 of the Listing Rules, physical copies of documents
required for listing application currently need to be lodged with the HKEX (usually 2 sets ofphysical documents, one for HKEX and one for SFC).
Chapter 9 of the Listing Rules also currently require a number of documents to be submitted asoriginals and/or certified copies. During the COVID-19 pandemic, this is difficult as it requires a
director and the sponsors to sign or a qualified lawyer to certify documents in person. For
example, (i) for H-share listing applicant, a certified copy of the acceptance of overseas listing
application issued by the China Securities Regulatory Commission (commonly known as “Xiao Lu
Tiao”(小路条)) must be submitted together with the listing application to the HKEX; (ii) eachdirector and supervisor of a listing application must submit the original Form M110 as toaccuracy and completeness of his/her biographical details disclosed in the application proof ofthe prospectus; and (iii) principals of sponsors must sign Form A1, together with the original
written undertaking duly signed by a director for and on behalf of the board of directors of thelisting applicant.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge, as no certified documents
are required to be submitted to the FCA as part of an application for listing. LR3.3 of the UK
Listing Rules sets out the documents required for an application for a listing of shares.

•

Singapore: Singapore does not have an equivalent operational challenge. In relation to thelisting application and more generally, the SGX does not require certified copies of
documents to be submitted. Where certified copies are required, the SGX also gives theoption to submit the original document instead.
Proposed solution: HKEX/SFC to implement the paperless regulatory regime as soon as
possible. It is proposed that HKEX/SFC could accept (i) soft copies at the listing application,
while reserving the right to request hard copies from the listing applicant when and where
necessary after the listing application is made; (ii) documents to be submitted at thelisting application electronically (e.g., email) or having the required documents uploaded
onto a dedicated platform during the IPO process; and (iii) online payment for listing andapplication fees.
In addition, it is suggested HKEX to remove the requirement for certified copies given thatthe same protection has been provided to the HKEX under section 384 of the SFO (whichmakes it a criminal offence for providing false and misleading information to the HKEX).

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Specific Example

12.

HKEX/HKCR/SFC

Making certain documents available for physical inspection
Operational Challenge: Certain documents, such as the Hong Kong underwriting agreements,
materials contracts of an issuer for the two years prior to the date of prospectus, and reports ofexperts, are currently required under Appendix 1A to the Listing Rules and section 342(1)(a)(iii)of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)(“C(WUMP)O”) to be made available for public inspection for a certain period of time. The social
distancing measures introduced as a result of the COVID-19 pandemic have made it challenging
to physically display documents, when offices and businesses are closed.
The HKEX has also proposed in Part B of Chapter 2 of the Consultation Paper to amend the Listing
Rules so that the listing applicant will only be required to display the requisite documents online
on both the HKEX website and the listing applicant’s website.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. Under the UK Disclosure
Guidance and Transparency Rules, all regulated information (prospectuses, annual reports,
announcements, etc.) need to be made available on the National Storage Mechanism,
which is an online viewing facility. In addition, any statutory filings made to the UK
Companies House can be inspected online.

•

Singapore: There is a similar operational challenge in Singapore in certain circumstances.
Generally, the SGX does not require documents to be exclusively made available forinspection at a registered office. However, the SGX Listing Manual requires this in a few
instances (e.g., Listing Rules 721, 857 and 1011). Additionally, the Companies Act also
contains some requirements for certain documents to be available for inspection bymembers (e.g., section 76D). The Securities and Futures Act (the “SFA”) requires that somedocuments be available for inspection in relation to issue of prospectuses as well.
Proposed solution: It would be helpful for HKEX/HKCR/SFC to issue a practice noteregarding how to address data privacy and the disclosure of confidential information,
given that documents on an online platform can be more easily accessed by the public.

13.

HKEX

Physical submission of certain Form B / Form H / Form I
Operational Challenge: Form B/Form H/Form I is required to be signed by eachdirector/supervisor, the signature of which has to be certified by another director or company
secretary of the listing applicant. In addition, Form B/Form H/Form I is accompanied by asponsor’s certification (which shall be signed by a sponsor principal) and a solicitor’scertification. These can be administratively challenging during periods of office closures andwork from home arrangements.
For completeness, the HKEX has noted at paragraph 49 of the Consultation Paper that it stillrequires certain documents, such as Form B, in physical form notwithstanding its ongoing
consultation.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. Documents can be validly
executed electronically (through methods such as DocuSign). With regards to the electronic
execution of deeds, note that in the view of the Law Commission, signing in the presence

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Item

Regulator

Specific Example
of a witness requires the physical presence of that witness and does not allow for remotewitnessing of documents. As an alternative, section 44(2)(a) of the Companies Act 2006
permits the execution of deeds by two authorized signatories (e.g., two directors, rather
than a director and a witness).
•

Singapore: Singapore does not have an equivalent operational challenge (i.e., Singapore
does not have forms that are equivalent to Forms B, H and I). While, more generally
speaking, forms and applications submitted to the MAS or SGX may require signatures,certification by another director or company secretary would not be required.
Proposed solution: HKEX to remove the requirement for submission of Forms B/H/I, which
was previously considered and suggested by the HKEX in the HKEX’s consultation paperon proposed changes to documentary requirements relating to listed issuers and otherminor rules amendments in November 2017.

14.

HKEX/SFC

Physical due diligence requirements
Operational Challenge: Pursuant to HKEX Practice Note 21 and paragraph 17 of the SFC Code of
Conduct, there are general principles regarding due diligence work to be performed by sponsors
and expected due diligence to be carried out by sponsors. In addition, based on the Circular tolicensed corporations on expected standards for sponsor work issued by the SFC on 26 March2018 28 and the SFC Regulatory Bulletin issued in February 2020, sponsors should independently
arrange due diligence interviews which should be conducted at the interviewees’ businesspremises. Enhanced verification measures should be conducted if the due diligence interviews
are not conducted in person.
However, certain due diligence requirements are difficult to fulfil in circumstances where local
regulators are closed. For example, it is difficult to retrieve financial reports filed with the State
Administration for Industry and Commerce in certain cities and to obtain tax filings in somelocations where online access is not available. Also, there are difficulties in arranging site visitsand due diligence interviews with major customers/suppliers in person.
Practice in the UK and Singapore:•

UK: In the UK, nearly all diligence is conducted electronically and documents are accessed
via a virtual data room. However, certain types of due diligence will be challenging (e.g.,site visits) due to social distancing measures. In addition, in the event that certain staff are
furloughed, access to management may be restricted.

•

Singapore: There is a similar operational challenge in Singapore. Please see item 16.
Proposed solution: HKEX/SFC to provide clear requirements or guidance on virtual due
diligence that could be acceptable and how the market can deal with the due diligencechallenges that have been identified, such as guidance on (i) the use of video conferences

28
Please see the SFC’s “Circular to licensed corporations on expected standards for sponsor work” for more information(https://www.sfc.hk/edistributionWeb/gateway/EN/circular/intermediaries/supervision/doc?refNo=18EC23)

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Specific Example
and virtual site visits for due diligence purposes during times when restrictions are inplace; and (ii) alternative non-physical face-to-face interviews.

15.

HKCR

Physical submission of prospectus registration documents
Operational Challenge: Pursuant to sections 38D(3) and 342C(3) of the C(WUMP)O, anapplication for authorization for registration of a prospectus shall be made in writing with certain
documents to be submitted to the HKCR in person. Where social distancing measures are ineffect, the filing of physical copies of these documents can be a challenge. Also, the registration
fee is required to be paid to the HKCR by cheque, which may be difficult during times where
access to cheques can be difficult.
For completeness, the HKEX has clarified at paragraph 57 of the Consultation Paper that the
proposals in the Consultation Paper will not change the prospectus registration requirement,that is, issuers are still required to present a hard copy of the prospectus and other required
documents for registration by the Registrar of Companies under section 38D and section 342C
of the C(WUMP)O.
Practice in the UK and Singapore:•

UK: The UK does not have an equivalent operational challenge. Electronic submission of aprospectus will suffice under the Prospectus Regulation Rules (PRR 3.2.4). Accordingly, the
FCA accepts soft copies of the final prospectus to be uploaded to the National Storage
Mechanism.

•

Singapore: Singapore does not have an equivalent operational challenge, as listing
applications to the SGX and the MAS are made electronically.
Proposed solution: HKCR to (i) permit for electronic registration of prospectuses; (ii) vet
the application at least one day in advance (to the extent possible, so that the only IPO
documents pending should be the underwriting agreement and/or the printed version of
the prospectus) to prevent last minute rush in vetting documents; and (iii) accept online
payment of registration fees.

16.

MAS

Physical site visits
Operational Challenge: Under sections 253 and 254 of the SFA, the company and its advisers(including the issue managers, underwriters, auditors and lawyers) will be subject to criminaland civil liabilities for false or misleading statements in or omissions from a prospectus. Physicalsite visits are often required under banks’, auditors’ and legal advisors’ internal policies as partof the due diligence process to ensure the accuracy of information disclosed in the prospectus
issued in connection with the IPO. However, during the COVID-19 pandemic, the advisors of acompany seeking an initial public listing of its shares on the SGX-ST are unable to conduct
physical site visits.

Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK. There are difficulties in conductingsite visits while there are restrictions on movement. Employees are generally encouraged

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Specific Example
to work from home where at all possible, meaning that site visits would be unlikely to beaccommodated under the current guidance, particularly given the local restrictions on
travel and movement in the UK.
•

Hong Kong: There is a similar operational challenge in Hong Kong. There are difficulties to
conduct due diligence, including physical site visits and interviews, by the sponsors for the
purpose of IPO during the COVID-19 pandemic. Please see item 14 for further details.
Proposed solution: MAS to provide clear requirements or guidance on virtual due
diligence that could be acceptable and how the market can deal with the due diligencechallenges that have been identified, such as guidance on the use of video conferencesand virtual site visits for due diligence purposes during times when restrictions are inplace.

17.

MAS

Physical verification meetings
Operational Challenge: Under sections 253 and 254 of the SFA, the company and its advisers(including the issue managers, underwriters, auditors and lawyers) will be subject to criminaland civil liabilities for false or misleading statements in or omissions from a prospectus. Due toconcerns of potential civil or criminal liability arising from inaccurate disclosure under
sections253 and 254 of the SFA, companies hold verification meetings before issuing aprospectus. Currently, verification meetings are still common and often conducted both
physically and with many participants attending by teleconference. Physical attendance can bea challenge during the COVID-19 pandemic.
In addition, a board member’s ability to actively participate in the meeting may be affectedduring the COVID-19 pandemic, which may give rise to concerns around such board member’s
accountability, especially in respect of prospectus liability.
Practice in the UK and Hong Kong:•

UK: The UK does not have an equivalent operational challenge. In the UK, instead of holding
verification meetings with the company and its responsible officers, a verification note will
be prepared which will document the underlying documents for every material statement
included in the prospectus.

•

Hong Kong: Hong Kong does not have an equivalent operational challenge. Instead ofholding verification meetings with the company and its responsible officers, a verificationnote will be prepared which will document the underlying documents for each and every
statement included in the prospectus.
Proposed solution: MAS to provide guidance on how to conduct verification meetings byteleconference in order to ensure that the board remains informed and accountable forthe contents of the prospectus, information memorandum and offering information
statement. MAS to consider adopting the UK position and having the directors andadvisers sign off on the verification note.

18.

MAS

Non-deal road shows and investor meetings

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Item

Regulator

Specific Example
Operational Challenge: Under section 251(4) of the SFA, the company and issue managers are
permitted to share certain offering-related information with the following persons before aprospectus is registered by the MAS but after a preliminary prospectus is lodged with the MAS,subject to compliance with certain conditions.
In an offering of its securities (“Offering”), companies often conduct non-deal roadshows andother investor presentations with potential investors (“Investor Meetings”) who are
institutional and relevant persons under the SFA before a prospectus is registered by the MAS
but after a preliminary prospectus is lodged with the MAS. These Investor Meetings are usuallyconducted in person. If Investor Meetings are conducted virtually, it is more difficult to ensure
the confidentiality of information shared with potential investors, as compared to physicalmeetings. In physical meetings, the company typically checks that the Investor Meeting
attendees do not leave with physical copies of any information disseminated to such investors
and can better ensure that meeting attendees do not take pictures of the Offering-related
information that is shared with them during the meeting, or record the Investor Meetings.
In addition, it is more difficult to verify the status of persons with whom permitted informationis shared during virtual Investor Meetings, as compared to physical meetings. At in-person
Investor Meetings, the company is able to see all the attendees of the Investor Meetings andcan take necessary steps to verify the identity and status of each attendee with whom Offeringrelated information is shared.
Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK where Investor Meetings are
conducted either: (i) in person; or (ii) virtually. While the recommendation of theGovernment remains that people should work from home where possible, Investor
Meetings will continue to take place virtually rather than in person.

•

Hong Kong: There is a similar operational challenge in Hong Kong. In Hong Kong, non-dealroadshows and Investor Meetings are conducted either (i) in person; or (ii) virtually. Where
meetings are conducted virtually, similar operational issues also arise.
Proposed solution: MAS to issue guidance on how to hold Investor Meetings virtually butwith security protocols and standards that are equivalent to the requirements that apply
to physical/in-person Investor Meetings.

TAX AND STAMP DUTY PROCESSIn Hong Kong and Singapore, social distancing measures resulting from the COVID-19 pandemic
have presented a number of practical difficulties for tax and stamp duty payment or filings. For
example:(i)submission of certain forms (such as Form SBUL1 for stock borrowing and lendingtransactions, profits tax returns and the applications for certificate of resident status(“COR”)) in Hong Kong must be made in paper form by post, fax or in person;

Page 31 of 58

(ii)tax payment is only allowed to be settled by cash/ bank cheque/ bank cashier order orlimited online payment methods which cannot be adopted by most Members in practice;(iii)

in Singapore, the Inland Revenue Authority of Singapore (the “IRAS”) does not issue any
acknowledgement of receipt in relation to the filing of notices of objection; and(iv)

in Singapore, the IRAS requires the hard copies of the tax declaration form in relation to
Dividend Reinvestment Plan to be submitted to the Share Registrar.

To address these challenges, Members invite the IRD to consider speeding up the process ofallowing payment by direct debit and/or bank remittance as an additional payment method andintroducing electronic application processes and e-filings. In addition, Members also invite the IRAS
to consider issuing an acknowledgement receipt upon the lodgment of the filing of notice ofobjection and allow e-submission of tax declaration form to replace the current paper-based
submission of the form.
The specific operational challenges and solutions identified by Members are set out in the tablebelow:
Item

Regulator

Specific Example

19.

IRD

Hong Kong stamp duty payment for off exchange trades and options market making
Operational Challenge: Traditionally, for payment of stamp duty in Hong Kong in relation to Hong
Kong stock, the original contract notes, instruments of transfer and the relevant supporting
documents will need to be presented to the Stamp Office, followed by payment through chequeor a bank cashier order, within the prescribed time period.
The Stamp Office has launched a new electronic service allowing stamping of contract notes andinstruments of transfer of Hong Kong stocks in one single transaction via e-Stamping 29 on 16
December 2019.
With effect from 29 August 2020 30, the Stamp Office has enhanced the e-Stamping regime whichallows stamping of contract notes and instruments of transfer of Hong Kong stocks in bulk (upto 5,000 instruments at one time). The details are set out as follows:•

Pursuant to the e-Stamping regime, it is only required to input details of the sharetransactions and upload the required supporting documents (if applicable). Upon
successful payment of stamp duty, a stamp certificate will be generated.

Please see the IRD’s “Stamping Procedures and Explanatory Notes – e-Stamping of Share Transfer Instruments”(https://www.ird.gov.hk/eng/pdf/sog_pn10a.pdf)

29

30

Please see the IRD’s “e-Stamping Circular No. 1/2020 – Enhancements to e-Stamping of Share Transfer Instruments”(https://www.ird.gov.hk/eng/pdf/e_stamping_cir_1-2020.pdf)

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Item

Regulator

Specific Example•

Payment can be made online by PPS, VISA, MasterCard, JCB or UnionPay, or at the Stamp
Office.

•A stamp certificate will be available for download after payment is made, and attachingsuch stamp certificate to the original instrument is sufficient as an evidence of stamping.

•

Please note that e-stamping services do not apply to (i) adjudication cases, and (ii) stocktransactions involving derivatives or share swaps, indebtedness incurred taken as whole orpart of the consideration, or if the consideration is subject to adjustment.
Proposed solution: IRD to consider:

20.

IRD

•

allowing payment by direct debit and/or bank remittance as an additional payment
method (to follow the current practices of other government departments in HongKong). For most, if not all, Members, the existing online payment methods (i.e., PPS,VISA, MasterCard, JCB or UnionPay) are not viable options;•

updating the SDO to allow the Collector to have the power to extend the stamping due
date under special circumstances. During the COVID-19 pandemic, whilst the Stamp
Office has taken a practical approach to allow late payment of stamp duty and has not
imposed penalty on such late payment, there is still a technical concern that thepayment has been “late” in accordance with the law (although no financial
consequences). Members are concerned about the technical breach; and•updating the ETO to extend digital signature to cover stamp duty-related documents(e.g., contract notes, stock borrowing and lending agreements, etc.) so that the dutiable
documents can still be signed electronically by signatories when firms are working
remotely.

Physical submission of form for stock borrowing relief from stamp duty requirement
Operational Challenge: Under section 19(13) of the SDO and paragraphs 49 to 52 of the Stamp
Office Interpretation and Practice Notes No. 2 (Revised) – Relief for Stock Borrowing and Lending
Transactions, a borrower who has registered any stock borrowing and lending agreement with
the Collector of Stamp Revenue should complete Form SBUL1:•

the Form SBUL1 should cover a period of 6 months ending on 30 June or 31 December;and•the Form SBUL1 shall be submitted to the Stamp Office no later than 1 month after theend of the period to which it relates.

A “NIL” return should be filed even if there is no failed transaction during the relevant period.
Submission of the form can only be made by post, by fax or in person to the Stamp Office. During
the COVID-19 pandemic, it is difficult to submit in such manner.
Proposed solution: IRD to consider the following measures to reduce the administrative
burden (especially in a similar situation to the COVID-19 pandemic in the future) on
preparing/filing Form SBUL 1 in addition to physical submission of Form SBUL 1:

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Item

21.

Regulator

IRD

Specific Example•

as the first step, the IRD to accept electronic filing of Form SBUL 1 with e-signature (byleveraging on the current e-stamping system); and•the IRD to remove the requirement of filing Form SBUL 1 semi-annually where there
are no failed transactions during the relevant period.

Certified true copy of stock borrowing agreement
Operational Challenge: Under section 19(12A) of the SDO, an executed copy or a true copy ofthe stock borrowing and lending agreement is required to be provided to the Stamp Office forregistration any time after the stock borrowing and lending agreement is executed but before
the expiry of 30 days after the stock borrowing is effected in order to qualify for the stamp duty
relief. However, there are difficulties providing the original stock borrowing agreement to theappropriate personnel for the purpose of certifying as true copy, in particular when most firms(including banks) are still adopting work from home arrangements. For example, the relevant
entity to the stock borrowing agreement may be based in the United States (the “US”) and the
US office of the bank has adopted a work from home arrangement.
In addition, under paragraph 4 of the Schedule 1 to the ETO, digital signatures are not allowed
for the stock borrowing agreement since it is a document subject to Hong Kong stamp duty.
Proposed solution:•
To update the ETO to extend digital signature to cover stamp duty-related documents(e.g., stock borrowing and lending agreements). Whilst the stock borrowing and lending
agreements can be registered online, the fact that the agreement cannot be certified
by “e-signature” does not help to relieve the practical challenges.
•

22.

IRD

In addition to physical submission of stock borrowing agreement for registration, theIRD to consider the following measures to reduce the administrative burden:1.

as the first step, the IRD to accept electronic registration of stock borrowing
agreements with e-signature;2.

the next step is to allow a simplified registration method by removing therequirement of submitting the stock borrowing agreement. The registration canbe done by filling a simple registration form; and3.

the final goal is to change the SDO to remove the registration requirement
entirely, on the basis that the registration does not serve any substantive
purposes of ensuring the exempted transactions are genuine stock loantransactions (rather than disguised sale and purchase transactions) and theborrowed stocks are used for specified purposes. The registration requirement is
simply an administrative step which should not affect the qualification of the stockloan transactions for stamp duty exemption.

Physical applications for certificate of resident status
Operational Challenge: Applications for COR must be made in paper form with physicalsignatures. Only one COR will be issued with respect to each Comprehensive Double Taxation

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Item

Regulator

Specific Example
Agreements/Arrangements for each year. From the IRD website 31, application forms of COR shallbe sent to the IRD office by post, and it will normally take 21 working days to process theapplication. The COR will also be sent to the applicant by post, unless the applicant prefers tocollect in person, in which case a written request shall be made when submitting the application.
Proposed solution:•
The IRD to allow application of COR through electronic application process instead of
the current paper form process.
•

23.

IRD

As the IRD currently does not issue duplicated COR, in order to facilitate the applicants’needs on duplicated CORs for multiple treaty benefit applications with overseas tax
authorities, the IRD to upload the COR (after issuance) to the IRD website and allow theapplicants to download the issued CORs from the IRD website.

Physical filing of profits tax return
Operational Challenge: Filing of profits tax returns is required to be done in paper form with“wet-ink” signature, supported by originally signed audited accounts.
Proposed solution: IRD to consider allowing e-filing of profits tax return (with e-signature)and copy of signed audited accounts.

24.

IRAS

No acknowledgement of receipt from filing of notice of objection
Operational Challenge: While the lodgment of the objection to the Notice of Assessment can
now be submitted via the online Tax Portal, by post or by email, the problem with submitting by
email is that no acknowledgement will be issued by the IRAS.
Proposed solution: IRAS to consider issuing an acknowledgement receipt similar to the one
issued upon the electronic filing of tax return.

25.

IRAS

IRAS notices
Operational Challenge: For corporate tax and goods and services tax-related letters and notices,while IRAS will upload them onto the taxpayers’ tax portal, logging into IRAS portal to check if
there are any new notices every day would not only be inconvenient for taxpayers, but also bringchallenges to the IRAS website.
Proposed solution: IRAS to offer the option for CorpPass users to elect if they want to be
notified via email.

31

Please see the IRD’s “Certificate of Resident Status” (https://www.ird.gov.hk/eng/tax/dta_cor.htm)

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Item

Regulator

Specific Example

26.

IRAS

Tax declaration form for Dividend Reinvestment Plan
Operational Challenge: IRAS requires hard copies of the tax declaration form in relation to
Dividend Reinvestment Plan to be submitted to the Share Registrar.
Proposed solution: IRAS to allow e-submission of the tax declaration form to replace thepaper-based submission.

POST-TRADE MATTERS
In both Hong Kong and Singapore, due to social distancing measures resulting from the
COVID-19 pandemic, Members have identified that certain regulatory authorities or shareregistrars require “wet-ink” signatures of documents or physical delivery or receipt of
documents post-trade. While certain regulatory authorities and share registrars havestarted migrating their processes online, Members have noted that there are instanceswhere “wet-ink” forms and letters are still required to be physically submitted. In addition,in Hong Kong, certain documents may need to be executed in “wet ink” because they are
excluded from the scope of the ETO.
To address these challenges, Members invite the relevant regulatory authorities and shareregistrars to consider permitting the electronic submission of the relevant documentation,
establishing online portals or expanding existing online solutions, and amending the ETO.
The specific operational challenges and solutions identified by Members are set out in thetable below:
27.

HKEX

Physical submission of indemnity letter in relation to warrants and callable bull/bear
contracts
Operational Challenge: Although HKEX has started migrating certain processes to Client
Connect, which has removed the need for the submission of physical forms, there arecertain instances where the HKEX still requires physical forms to be sent by courier to it. 32
For example, in relation to the expiry and mandatory call event of warrants and callable
bull/bear contracts that are traded on the SEHK, custodians and issuers are required to send
HKSCC a physical indemnity letter with a “wet-ink” signature. When social distancing

32 https://www.hkex.com.hk/Services/Rules-and-Forms-and-Fees/Forms/Securities-(Hong-Kong)/Clearing/Participantship-

Membership?sc_lang=en

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measures are in effect, it can be challenging to arrange for the physical signing and deliveryof indemnity letters to HKSCC.
Proposed solution: HKEX to consider allowing soft copies of the indemnity letter with esignatures to be sent to HKSCC for the expiry and mandatory call event of warrants andcallable bull/bear contracts, custodians and issuers. By allowing e-signatures, bothissuers and custodians can avoid the cost and logistical effort of sending forms to HKEX
by courier, especially when social distancing measures are in effect.

28.

HKEX

Lack of online portal solution for submission of placee list
Operational Challenge: Under Rules 9.23 and 13.28 of the Listing Rules, each placing agent
is required to submit a placee list to the HKEX, setting out the names, addresses and identity
cards or passport numbers (if individuals) and the names, addresses and businessregistration numbers (if companies) of all its placees, the names and addresses of thebeneficial owners of the securities (in the case of nominee companies) and the amounts
taken up by each of its placees. Currently, the placee list in relation to a placement of sharescan be sent by each placing agent to the HKEX in the form of an Excel document by email.
However, if the submission of the placee list can be made through an online portal, thiswould be even more convenient. Certain information (e.g., placee’s address, placee's Hong
Kong identity card number/passport number/business registration number/certificate ofincorporation number) can be saved and retrieved from the online portal without the needfor such information to be re-populated.
In addition, another challenge is that if there are any changes to the allotment or mistakes
in the submission of other placing agent syndicate members, all parties will need toresubmit the allocation breakdown again. The reconciliation of the allocations is currently
performed by the HKEX, and the investigation and resolution of the errors are performed
separately among the placing agents. If the allocation details can be entered in a centralised
system of the HKEX, this would save time on the reconciliation for the syndicate members
and the settlement agent would also know exactly which syndicate member is missing theirsubmission or has errors in their input.
Proposed solution: HKEX to consider an online portal solution for the submission of theplacee list.

29.

HKEX

Physical submission of letter of independence of placing agent
Operational Challenge: Under Rules 9.23 and 13.28 of the Listing Rules, each placing agent
should submit a letter of independence to the HKEX, confirming that all placees and theirbeneficial owners (where applicable) are not connected persons of the listed issuer as
defined in the Listing Rules. Currently, the placing agent is required to submit a letter of
independence to the HKEX. In connection with this requirement, an original letter of
independence is required to be submitted to the HKEX. When social distancing measures
are in effect, the submission of the physical original of the letter of independence can be achallenge.
Members note that the HKEX is consulting on where it can reduce the use of paper andimprove efficiency by streamlining processes, and one of the areas is the communication
with market practitioners and listed issuers.

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Proposed solution: HKEX to consider accepting electronic submissions for letters of
independence of placing agents.

30.

FSTB/ Hong Kongshare registrars

Physical submission of share transfer forms to share registrars in relation to shares listedon the SEHK
Operational Challenge: Currently, in relation to the transfer of physical share certificates ofa company listed on the SEHK from one person to another, the share registrar of the listedcompany would require the transferor and the transferee to physically sign a standardtransfer form in “wet-ink” and for such form to be physically delivered to the share registrar.
If there is a change in beneficial ownership, the transfer form would also need to be stampedby the Stamp Office as it is a stampable instrument under the SDO. If there is no change inbeneficial ownership, an application for stamp duty exemption will need to be made to the
Stamp Office. As the ETO specifically excludes from its scope the execution of an instrument
which is required to be stamped or endorsed under the SDO (e.g., the transfer form), shareregistrars may be reluctant to accept transfer forms that are signed electronically. Whensocial distancing measures are in effect, it can be challenging to arrange for the physicalsigning and delivery of the share transfer form to the share registrars.
Proposed solution: FSTB to consider the feasibility of removing the exceptions under
Schedule 1 to the ETO and share registrars to consider accepting electronically signed
share transfer forms.

31.

HKEX

Physical submission of deposit, withdrawal and re-registration forms to HKSCC
Operational Challenge: Currently, certain physical forms are required to be submitted to
HKSCC for the deposit, withdrawal and re-registration of shares listed on the SEHK. Some
examples are set out below:(a)Stock deposit – Under section 7.3.1 of the CCASS Operational Procedures, a CCASS
participant must complete a Stock Deposit Form (CCASS-Form 14) for each type of
eligible security that it intends to deposit into CCASS. The Stock Deposit Form mustbe signed by a person authorised by the depositing CCASS participant, which
includes the authorized person affixing or making a stamped impression of his
signature on the Stock Deposit Forms.

(b)

Stock withdrawal – Under section 7.4.8 of the CCASS Operational Procedures, CCASS
participants may produce the Stock Collection Authorisation Form (CCASS-Form 12)
to withdraw the relevant share certificate.

When social distancing measures are in effect, it can be difficult to arrange for the physicalsigning and delivery of these forms to HKSCC.
Proposed solution: HKEX to consider expanding Client Connect services to cover thetypes of forms set out above.

32.

Hong Kong shareregistrars

Physical submission of signed transfer deed and cheques to share registrars for theconversion of dual-listed shares

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Operational Challenge: Currently, shareholders who would like to convert shares of acompany that is listed on the HKEX into shares of the same company that is listed on anotherexchange are required to submit a physical transfer deed, signed in “wet-ink”, and to delivera cheque to the relevant registrar in Hong Kong (e.g., Computershare, except for
conversions done through xSettle). When social distancing measures are in effect, it can bechallenging to arrange for the physical signing and delivery of the transfer deed and physicaldelivery of the cheque to the share registrars.
Proposed solution: Share registrars to consider accepting electronic submissions or anelectronic copy of the original form.

33.

SGX

Physical submission of buy-in withdrawal approval form to CDP
Operational Challenge: Settlement of securities executed on SGX occurs on the second
market day after the trade date (i.e., T+2). Where a seller does not have enough shares forsettlement by 1:30pm on T+2, the Central Depository Pte Limited (“CDP”), which is a wholly
owned subsidiary of SGX that provides integrated clearing, settlement and depository
services for a range of products in the Singapore securities market, will conduct buy-in of
the securities on that afternoon, and securities bought in will be used to fulfil the seller’s
obligation on the next business day. If, for example, a market maker cannot deliver sharesby this deadline but can deliver on the next business day, the market maker could submit aForm BI-W (Request for Withdrawal of Buying-In) to the CDP to request for withdrawal fromthe buy-in process. Currently, Form BI-W can be submitted to the CDP in soft copy by email
followed by a hard copy signed in “wet ink”. When social distancing measures are in effect,
it can be challenging to arrange for the physical signing and delivery of Form BI-W to CDP.
Proposed solution: SGX to consider dispensing with the requirement for the physicalsubmission of Form BI-W signed in “wet-ink”.

34.

SGX

Sending of physical contract notes by a Trading Member to its customers
Operational Challenge: It is uncertain whether the sending of contract notes electronicallyby an entity that has been approved as a trading member of SGX in accordance with SGXST’s rules (“Trading Member”) to its customers would satisfy the Trading Member’s
obligation to send contract notes to its customers. Rule 4.24.1 of the SGX-ST Rules statesthat a Trading Member must send its customer a contract note for any purchase or sale ofsecurities or futures contracts. Regulatory Notice 4.24.1, paragraph 2.1(a) states that a
Trading Member is required to communicate directly with its customers in respect ofcontract notes (among others), whether in writing or electronically, unless the customer has
authorised otherwise in writing. Regulatory Notice 4.24.1, paragraph 2.1(b) states that a
Trading Member is required to send contract notes to the customer’s residential address or
any other address authorised by the customer. It is uncertain whether “any other address”
includes an electronic mail address provided by the customer for the sending of contract
notes. When social distancing measures are in effect, it can be challenging to arrange forthe physical delivery of contract notes to customers.
Proposed solution: SGX to consider making it optional for a Trading Member to post
physical contract notes to Singapore domestic clients in additional to the electronic
trade confirmation.

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35.

Physical submission of signed transfer deed and cheques to share registrars for theconversion of dual-listed shares

Share registrars

Operational Challenge: Currently, shareholders who would like to convert shares of acompany that is listed on the SGX into shares of the same company that is listed on anotherexchange are required to submit a physical transfer deed, signed in “wet ink”, and to delivera cheque to the relevant registrar in Singapore before such conversion can be processed by
the registrar. When social distancing measures are in effect, it can be challenging to arrange
for the physical signing and delivery of the transfer deed and physical delivery of the chequeto the share registrars.
Proposed solution: Share registrars should be engaged to permit electronic submissionof transfer deeds that have been e-signed, and to review alternative fee payment
arrangements.

36.

ACRA/shareregistrars
Singapore

Receipt of cheques from delisted companies
in
Operational Challenge: For shareholders that hold shares in physical share certificates fordelisted stocks, cheques will be sent from the share registrar/ issuer to the shareholder’sbroker, who will have to clear the cheques and process payment to the relevant shareholder
in respect of corporate action that pay out cash (e.g., cash dividends). When social
distancing measures are in effect, it can be challenging to arrange for clearance of thephysical cheques by the broker.
Proposed solution: Share registrars/issuers to consider making such payments
electronically rather than by cheques. ACRA to consider promoting electronic paymentsby registrars.

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D.

TOKENISED SECURITIESAs technological solutions continue to evolve at a rapid pace, the need for Hong Kong and Singapore
laws and regulations to keep up with and address different technological solutions is becoming
increasingly important. One area that Members have identified as being an area that merits further
attention of governmental and regulatory authorities is the adoption of tokenised securities.
Although the adoption of tokenised securities is not an operational challenge that stems from the
COVID-19 pandemic, Members note the development of tokenisation as being of relevance becauseof certain legal and regulatory challenges that are inhibiting the adoption of tokenised securities asa technological solution and urge government and regulatory authorities to consider implementing
a conducive framework for tokenised securities.
In November 2019, ASIFMA published a paper entitled “Tokenised Securities – A Roadmap forMarket Participants and Regulators” 33 (the “Tokenised Securities Paper”), setting out whattokenised securities are, the benefits that tokenised securities can bring and the obstacles to a morewidespread adoption of tokenised securities. Focusing on traditional shares and bonds of acompany, Members contributing to the Tokenised Securities Paper noted that “tokenised
securities” (defined as traditional, regulated securities, but with a digital wrapper) 34 can bring thebenefits of blockchain into the securities lifecycle. In particular, tokenised securities can create aninnovative new financing and capital raising model that can bring efficiencies, is scalable and could
provide liquidity and compliance opportunities that are evolutional to traditional finance. For
example, the adoption of tokenised securities would increase the speed of settlement of securities
transactions, allow around the clock trading and enable programmable features (e.g., automateddividend payouts and automated compliance features) to be built into the tokenised securities
smart contract. Given the inherent digitalised nature of tokenised securities and the related
issuance /trading infrastructure, many types of issues that have been identified by Members in Part
C above would be avoided by tokenisation.
Although there are benefits to the use of tokenised securities, Members contributing to the
Tokenised Securities Paper have identified that certain ambiguities under the laws and regulationsin Hong Kong and Singapore have limited the adoption of tokenised securities. Some of the specificchallenges identified and solutions proposed by Members contributing to the Tokenised Securities
Paper are set out in further detail below.

Please see the ASIFMA’s “Tokenised Securities – A Roadmap for Market Participants and Regulators” (https://www.asifma.org/wpcontent/uploads/2019/11/tokenised-securities-a-roadmap-for-market-participants-final.pdf)
33

This is to be contrasted with “security tokens”, which are tokens with specific characteristics that mean they meet the definition of a“security” (e.g., participation in companies or earnings streams, or an entitlement to dividends or interest payments, or a combination thereof
packaged into one).
34

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Item

Regulator

Specific Example

37.

FSTB

Applicability of electronic transaction rules in Hong Kong
Current position in Hong Kong: It is unclear whether the ETO is suitably broad to apply to all
blockchain transactions. Under section 17 of the ETO, a contract is not to be denied validity or
enforceability on the sole ground of an electronic record. However, there are certain exceptions
under the ETO as set out in Schedule 1 to the ETO. These include instruments that are required
to be stamped or endorsed under the SDO (e.g., share transfer documents). In addition, wherea signature is required under a rule of law and one of the parties to the document is or is acting
on behalf of a government entity, section 6 of the ETO provides that digital signatures are
required to be supported by recognized certificates (currently only issued by Digi-Sign
Certification Services Limited and the Hongkong Post Certification Authority).
Practice in the UK and Singapore:•

UK: There is a similar operational challenge in the UK and the topic has recently been
considered comprehensively by: (i) the England and Wales Law Commission 35; and (ii) the
UK Jurisdiction Taskforce (“UKJT”) of the LawTech Delivery Panel. 36 Each body has recently
published a statement 37 seeking to clarify the treatment of electronic contracts andtransactions under English law (the UKJT statement being focused in particular on
cryptoassets and smart contracts), with a view to providing market confidence, legal
certainty and predictability in this area. The respective statements record the results ofeach body’s review of the relevant sources of English law (including legislation governing
electronic communications and execution of various kinds of commercial documents) andconstitute persuasive, but ultimately non-binding, statements of the English law positionin this area.
In summary, the statements conclude that electronic records (including blockchain records
and smart contracts) and electronic signatures (including signatures created by
cryptographic means) will generally be valid and enforceable under English law, including
in many cases where formalities are imposed by statute (such as requirements for
documents to be “in writing” or “signed”). However, the statements also acknowledge thatcertain contexts remain in which English law imposes formalities that cannot presently be
met by electronic records or electronic signatures.
Accordingly, whilst the statements seek to clarify that English law is already capable inprinciple of accommodating the use of electronic records and electronic signatures in many
areas, the key remaining challenge is greater adoption by commercial parties. Greater

35

The statutory independent body charged with keeping the law of England and Wales under review and to recommend reform where needed.

36

A body established by the UK government and judiciary to promote the use of technology in the UK’s legal sector.

Please see: (i) the Law Commission report “Electronic execution of documents (Law Com No 386)”
published on 4 September 2019 (https://s3-eu-west-2.amazonaws.com/lawcom-prod-storage11jsxou24uy7q/uploads/2019/09/Electronic-Execution-Report.pdf); and (ii) the UK Jurisdiction Taskforce“Legal statement on cryptoassets and smart contracts” published on 18 November 2019(https://35z8e83m1ih83drye280o9d1-wpengine.netdna-ssl.com/wpcontent/uploads/2019/11/6.6056_JO_Cryptocurrencies_Statement_FINAL_WEB_111119-1.pdf).
37

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Item

Regulator

Specific Example
adoption is likely to drive further legal certainty as commercial parties, regulators and otherauthorities become comfortable with the use of novel technologies, and as accepted
practices develop around their application in particular contexts (such as capital markets).
In a ministerial statement responding to the Law Commission statement, whilst the UK
government confirmed its view that electronic signatures are permissible and can be usedwith confidence in commercial transactions and consumer documents, it also
acknowledged that, notwithstanding the position in law, there are issues on the security
and technology of electronic signatures that require further consideration from suitably
experienced experts. Accordingly, the government committed to establish an industry
working group to consider the practical use of electronic signatures in further detail.
•Singapore: There is currently a similar operational challenge in Singapore, but there is an
ongoing consultation to amend the relevant electronic transaction legislation. Please seeitem 40.
Proposed way forward: FSTB to review electronic transaction legislation, and if necessary, berevised, in light of new technology. In particular, FSTB may wish to consider the feasibility ofremoving the exceptions under Schedule 1 to the ETO and dispensing with the requirementthat transactions involving government entities require a digital signature supported by adigital certificate issued by a recognized certification authority.

38.

FSTB

Documentary formalities in Hong Kong
Current position in Hong Kong: In Hong Kong, there does not appear to be any specific laws or
regulations governing the securities to be issued by a Hong Kong company upon its
incorporation. However, in general, the articles of association will set out (i) the number ofshares to be issued upon incorporation; and (ii) the manner on the issuance of share certificate.
Issuers of tokenised securities will require documents in place to support its legal structure, forexample, articles of association, shareholders’ agreements, director agreements and theapplicable registry filings and the Hong Kong laws and regulations should support this.
Practice in the UK and Singapore:•

UK: As discussed in item 37, electronic records and electronic signatures are generally
effective under English law except where applicable formalities effectively prevent theiruse in certain contexts. In the context of an English company’s constitutional and related
documents (such as articles of association, shareholder agreements, director service
contracts, etc.) there is nothing that would prohibit the use of electronic documentation
provided that such documentation is written in natural language. As for required filings
with Companies House, electronic filings are the norm.

•

Singapore: There is a similar operational challenge in Singapore. Please see item 41.
Proposed way forward: FSTB to consider legal framework providing for the recognition of
tokenised security issuers and electronic records and signatures, and ensuring that they havethe same legal status as their paper counterparts.

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Item

Regulator

Specific Example

39.

FSTB

Register formalities in Hong Kong
Current position in Hong Kong: There is no specific legislation or regulations that specifically
restrict the issuance of tokenised securities by a company, and the same rules and requirements
in Hong Kong relating to the issuance of securities would apply. For example, the register ofmembers will need to be updated in line with the shareholding records on a distributed ledger.
Practice in the UK and Singapore:•

UK: There is a similar operational challenge in the UK. For example, title to shares in an
English company may only be effectively evidenced and transferred in dematerialised formin compliance with the Uncertificated Securities Regulations 2001 (“USRs”). In summary,
the USRs provide that shares in an English company may be evidenced and transferredusing a computer-based system which conforms to certain prescribed system requirements
and which is operated by an “operator”. Only an authorised central securities depository(“CSD”) is capable of being an operator for these purposes. Accordingly, not all blockchain
ledgers are capable of providing a legally effective register of title to shares in an English
company. In order for a blockchain ledger to do so, it would need to be operated by anauthorised CSD and, even then, would need to conform to the system requirements
prescribed in the USRs (and also any other requirements applicable to the CSD – forexample, in the EU, the requirements imposed by the Central Securities Depositories
Regulation (Regulation (EU) No 909/2014)). Whilst such requirements are ostensibly
drafted in a technology-neutral manner, there may nevertheless be certain requirementsthat are not compatible with the design of certain blockchain systems.
More generally, and as outlined in the UKJT statement referred to in item 37 above, a
blockchain ledger cannot be treated as a definitive record of legal rights under English law
unless statute (such as the USRs) has given it binding legal effect. There is at present nosuch statute generally applicable to blockchain ledgers. This means that if an English court
is required to consider who owns a particular tokenised security then it will not necessarily
be bound by the position in the ledger (unless the ledger is a part of a system operated by
an operator in compliance with the USRs). It is possible, therefore, to establish a
proprietary right in a tokenised security outside the ledger (for example an interest undera trust or security arrangement, an interest acquired by tracing, or a title acquired “offchain” by contract or by succession). The absence of a record of such an interest may,
however, affect its enforceability against someone who has acquired the tokenised security
in good faith. It is also possible for participants in a particular system to agree that theledger will be treated as the definitive record of legal rights or title as between theparticipants in that system. However, such an agreement would not bind third parties who
had not agreed to the rules of the system (and may also be vulnerable to challenge or
rendered invalid under certain rules applicable in insolvency).

•

Singapore: There is a similar operational challenge in Singapore. Please see item 42.
Proposed way forward: FSTB to consider a legal framework providing for the recognition ofblockchain-based electronic registers in a technologically agnostic manner.

40.

IMDA

Applicability of electronic transaction rules in Singapore
Current position in Singapore: The ETA is underpinned by three principles:
1. Non-Discrimination - An electronic document should not be denied legal effect,
validity or enforceability solely on the grounds that it is in electronic form.

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Item

Regulator

Specific Example
2.
3.

Functional Equivalence - Electronic records or communications are treated as fulfillinga traditional paper-based requirement if specified conditions are met.
Technological Neutrality - Provisions are drafted to be neutral with respect to thetechnology used.

Certain kinds of documents and transactions (listed in the First Schedule to the ETA) are excluded
from the scope of operation of the ETA, meaning that for such excluded documents andtransactions, the provisions in the ETA cannot be relied on to satisfy the legal requirements forwriting and signature. These excluded documents include negotiable instruments, documentsof title, bills of exchange, promissory notes, consignment notes, or any transferable document
or instrument that entitles the bearer or beneficiary to claim the delivery of goods or thepayment of a sum of money; and the creation, performance or enforcement of an indenture, adeclaration of trust or power of attorney. However, the IMDA issued a consultation paper inJune 2019 for the purposes of reviewing the ETA to make it relevant for the digital economy.
One of their proposals was to remove these excluded documents. The public consultation closed
in December 2019 and the IMDA are to provide an update.
In relation to blockchain specifically, the IMDA confirms in the consultation paper that it takes
the preliminary view that because the ETA is drafted in a technology neutral manner and focuses
on functional equivalence, distributed ledger technology is not inconsistent with ETA concepts
such as “electronic record”, “in writing”, “electronic signature”, “secure electronic record” and“secure electronic signature”.
In relation to automated contract formation (or smart contracts), IMDA notes that in addition tocontracts concluded via electronic communications, the contract formed is unlikely to be denied
validity or enforceability by sole virtue of its automatic formation and is of the preliminary viewthat the ETA does not prevent the use and formation of smart contracts by organisations.
Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK. Please see item 37.

•

Hong Kong: There is a similar operational challenge in Hong Kong. Please see item 37.
Proposed way forward: IMDA to clarify the position of the ETA in its consultation conclusions.

41.

MAS

Ambiguity on document formalities in Singapore
Current position in Singapore: It is necessary to conduct a regulatory analysis of the digital token
to determine if it is regulated by the MAS before an offer or issue of such digital tokens is madein Singapore. The offer or issue of digital tokens in Singapore will be regulated by the MAS if thedigital tokens are capital market products and constitute products regulated under the SFA orother securities legislation. If the digital token is a payment token, it is regulated by the Payments
Services Act (No. 2 of 2019). Where digital tokens fall under the SFA, the offeror of the tokens
would be required to lodge and register a prospectus with the MAS (unless otherwise
exempted). It is possible that issuers of the same digital token may characterize the token
differently.
Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK. Please see item 38.

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Item

Regulator

Specific Example•

Hong Kong: There is a similar operational challenge in Hong Kong. Please see item 38.
Proposed way forward: MAS to consider maintaining a database of different digital tokens
and their legal characterization.

42.

MAS

Ambiguity on register formalities in Singapore
Current position in Singapore: There is currently no specific laws or restrictions on use ofblockchain and the view to date has been that existing laws may be applicable. It was only
recently, in February 2020, that the MAS granted iSTOX permission to begin operations; iSTOX
is the first one-stop digitised securities issuance, custody and trading platform to be approved
and licensed by a major regulator. It is uncertain whether Singapore regulators would requirecompanies using blockchain to maintain specific registers for different types of securities, and if
so, the types of registers.
Practice in the UK and Hong Kong:•

UK: There is a similar operational challenge in the UK. Please see item 39.

•

Hong Kong: There is a similar operational challenge in Hong Kong. Please see item 39.
Proposed way forward: MAS to consider legal framework providing for the recognition ofblockchain-based electronic registers in a technologically agnostic manner.

There are other legal and regulatory considerations in respect of tokenised securities (such as
licensing and AML/KYC requirements) identified by Members contributing to the Tokenised
Securities Paper, and these are discussed in further detail in the Tokenised Securities Paper.

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E.

CONCLUSION
In light of the social distancing measures implemented during the COVID-19 pandemic, firms inHong Kong and Singapore have encountered a number of operational challenges due to a lack ofadoption of electronic solutions. Restrictions on social and physical interaction, in particular, havemade it difficult for firms to comply with certain laws and regulations that require some form ofphysical interaction.
Four key themes have emerged from the operational challenges identified by Members.
Firstly, there are certain requirements in Hong Kong and Singapore for firms to physically deliver
original documents with “wet-ink” signatures or certified true copies of documents to regulatory
authorities or other persons.
Secondly, there are certain requirements in Hong Kong and Singapore for physical meetings to beheld and/or for an individual’s physical presence at a certain place and time.
Thirdly, the rules and regulations in Hong Kong in relation to electronic signatures and electronic
records arguably are too narrow, and restrict wider usage/acceptance of electronic signatures.
Fourthly, in Hong Kong there are some situations in which payments must be made using bankcheques or bank cashier orders within a prescribed time period.
When viewed in isolation, these themes and underlying issues do not appear to be material.
However, when aggregated together they present real operational challenges that could be
alleviated by the implementation of electronic solutions. Members generally support the broader
movement towards the adoption of more electronic solutions and believe that taking steps toembrace electronic solutions is both necessary and desirable for 21st century international financial
centres.
In addition to advocating for the adoption of more electronic solutions, Members also wish to takethis opportunity to urge regulatory authorities to promote other measures that could address someof the operational challenges faced by firms when social distancing measures are in effect, including:(a)the use of technology by firms, such as artificial intelligence and robotic process
automation, that is focused on exception management;(b)

the increase in operational processing resources of firms to address any volume spikes inoperational activity and remote working needs;
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(c)the use of e-signatures for agreements;(d)the adoption of “follow the sun” processing models; and(e)the well-being of staff while “work from home” arrangements are in effect.

Having identified the specific challenges that firms are facing during the COVID-19 pandemic in thisreport, Members would be grateful if regulatory authorities in Hong Kong and Singapore could
consider the proposed solutions summarized in the Annex to this report. ASIFMA is looking forward
to engaging with regulatory authorities in Hong Kong and Singapore to discuss the operational
challenges and solutions identified by Members in this report.

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F.

ANNEX
Consolidated table of requests to Hong Kong and Singapore regulatory authorities

A. HONG KONG
Securities and Futures Commission (SFC)
Cross-reference

Operational challenge and suggested solution

Item 1

Physical submission of originals of licensing application and forms
SFC to consider amending its licensing forms pursuant to section 402 of the SFO so that the SFC can accept (i)licensing application forms that are signed with digital signatures; and (ii) electronic copies of signed licensing
application forms.

Item 2

Physical submission of originals of audited financial statements
Members recognize that the SFC has allowed for an extension of the submission period in its circular dated 7
February 2020. In the long term, the SFC should consider accepting the use of documents that are signed withdigital signatures, electronic copies of signed documents or email approvals. In the short term, the SFC should
consider accepting the same forms of signatures/approvals followed by “wet-ink” signatures as soon aspracticable.

Item 5

Certification of corporate constitutional documents
SFC to consider whether there are any potential solutions to the challenges faced by the industry as identified
above.
In addition, the range of designated certifiers be expanded so that certifications could be done in-house (e.g., by
SFC expanding the list of persons prescribed in Appendix A of the SFC AML Guideline).

Item 6

Remote onboarding is only available for certain overseas clients
The SFC to extend the principles in the Remote Onboarding Circular to Hong Kong-based clients.

Item 8Practical challenges in relation to virtual meetings
HKCR, HKEX and SFC to provide guidance on how virtual meetings can be convened in light of the challenges
identified above. In addition, to work towards a long term solution to advocate for changing corporate governancenorms to permit and provide for virtual meetings to take place. The relevant bodies to approach may include theshare registrar service providers on market and directors and corporate secretarial bodies (e.g., HK Institute ofChartered Secretaries, and The Hong Kong Institute of Directors), etc.

Item 12Making certain documents available for physical inspection
It would be helpful for HKEX/HKCR/SFC to issue a practice note regarding how to address data privacy and thedisclosure of confidential information, given that documents on an online platform can be more easily accessedby the public.

Item 14

Physical due diligence requirements

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The HKEX/SFC to provide clear requirements or guidance on virtual due diligence that could be acceptable andhow the market can deal with the due diligence challenges that have been identified, such as guidance on (i) theuse of video conferences and virtual site visits for due diligence purposes during times when restrictions are inplace; and (ii) alternative non-physical face-to face interviews.

Hong Kong Monetary Authority (HKMA)
Cross-reference

Operational challenge and suggested solution

Item 3

Physical submission of originals of financial disclosures of authorized institutions
In the long term, the HKMA should consider accepting the use of documents that are signed with digital signatures,electronic copies of signed documents or email approvals. In the short term, the HKMA should consider accepting
the same forms of signatures/approvals followed by “wet-ink” signatures as soon as practicable.

Item 4

Certain regulatory submissions can only be made through STET terminal or by physical submission
HKMA to consider (i) migrating the STET system to an online portal where banks can access the portal remotelyfrom anywhere and not only from their designated office premises; and (ii) bringing the online portal in line withinternational standards.
For other physical submissions, the HKMA to consider accepting the use of email approvals and, in the interim,
email approvals followed by “wet-ink” signatures as soon as practicable.

Item 7

Restriction on sending URL to clients for onboarding purposes
HKMA to consider permitting URLs for client onboarding in Hong Kong as a step to improve KYC in Hong Kong.

Hong Kong Companies Registry (HKCR)
Cross-reference

Operational challenge and suggested solution

Item 8Practical challenges in relation to virtual meetings
HKCR, HKEX and SFC to provide guidance on how virtual meetings can be convened in light of the challenges
identified above. In addition, to work towards a long term solution to advocate for changing corporate governancenorms to permit and provide for virtual meetings to take place. The relevant bodies to approach may include theshare registrar service providers on market and directors and corporate secretarial bodies (e.g., HK Institute ofChartered Secretaries, and The Hong Kong Institute of Directors), etc.

Item 12Making certain documents available for physical inspection
It would be helpful for HKEX/HKCR/SFC to issue a practice note regarding how to address data privacy and thedisclosure of confidential information, given that documents on an online platform can be more easily accessedby the public.

Item 15

Physical submission of prospectus registration documents
HKCR to (i) permit for electronic registration of prospectuses; (ii) vet the application at least one day in advance(to the extent possible, so that the only IPO documents pending should be the underwriting agreement and/or

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the printed version of the prospectus) to prevent last minute rush in vetting documents; and (iii) accept online
payment of registration fees.

Hong Kong Exchanges and Clearing Limited (HKEX)
Cross-reference

Operational challenge and suggested solution

Item 8Practical challenges in relation to virtual meetings
HKCR, HKEX and SFC to provide guidance on how virtual meetings can be convened in light of the challenges
identified above. In addition, to work towards a long term solution to advocate for changing corporate governancenorms to permit and provide for virtual meetings to take place. The relevant bodies to approach may include theshare registrar service providers on market and directors and corporate secretarial bodies (e.g., HK Institute ofChartered Secretaries, and The Hong Kong Institute of Directors), etc.

Item 10

Physical listing hearings
HKEX to enable participants to join listing hearings by way of virtual meetings.

Item 11

Physical submission of originals and/or certified copies of certain listing application-related documents
HKEX/SFC to implement the paperless regulatory regime as soon as possible. It is proposed that HKEX/SFC could
accept (i) soft copies at the listing application, while reserving the right to request hard copies from the listing
applicant when and where necessary after the listing application is made; (ii) documents to be submitted at thelisting application electronically (e.g., email) or having the required documents uploaded onto a dedicatedplatform during the IPO process; and (iii) online payment for listing and application fees.
In addition, it is suggested HKEX to remove the requirement for certified copies given that the same protection
has been provided to the HKEX under section 384 of the SFO (which makes it a criminal offence for providing false
and misleading information to the HKEX).

Item 12Making certain documents available for physical inspection
It would be helpful for HKEX/HKCR/SFC to issue a practice note regarding how to address data privacy and thedisclosure of confidential information, given that documents on an online platform can be more easily accessedby the public.

Item 13

Physical submission of original Form B / Form H / Form I
HKEX to remove the requirement for submission of Forms B/H/I, which was previously considered and suggestedby the HKEX in the HKEX’s consultation paper on proposed changes to documentary requirements relating to listed
issuers and other minor rules amendments in November 2017.

Item 14

Physical due diligence requirements
HKEX/SFC to provide clear requirements or guidance on virtual due diligence that could be acceptable and how
the market can deal with the due diligence challenges that have been identified, such as guidance on (i) the useof video conferences and virtual site visits for due diligence purposes during times when restrictions are in place;and (ii) alternative non-physical face-to-face interviews.

Item 27

Physical submission of indemnity letter in relation to warrants and callable bull/bear contracts

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HKEX to consider allowing soft copies of the indemnity letter with e-signatures to be sent to HKSCC for the expiry
and mandatory call event of warrants and callable bull/bear contracts, custodians and issuers. By allowing esignatures, both issuers and custodians can avoid the cost and logistical effort of sending forms to HKEX by courier,especially when social distancing measures are in effect.
Item 28

Lack of online portal solution for submission of placee list
HKEX to consider an online portal solution for the submission of the placee list.

Item 29

Physical submission of letter of independence of placing agent
HKEX to consider accepting electronic submissions for letters of independence of placing agents.

Item 31

Physical submission of deposit, withdrawal and re-registration forms to HKSCCHKEX to consider expanding Client Connect services to cover the types of forms set out in this item.

Financial Services and the Treasury Bureau (FSTB)
Cross-reference

Operational challenge and suggested solution

Item 30

Physical submission of share transfer forms to share registrars in relation to shares listed on the SEHKFSTB to consider the feasibility of removing the exceptions under Schedule 1 to the ETO and share registrars toconsider accepting electronically signed share transfer forms.

Item 37

Applicability of electronic transaction rules in Hong Kong
FSTB to review electronic transaction legislation, and if necessary, be revised, in light of new technology. In
particular, FSTB may wish to consider the feasibility of removing the exceptions under Schedule 1 to the ETO anddispensing with the requirement that transactions involving government entities require a digital signature
supported by a digital certificate issued by a recognized certification authority.

Item 38

Documentary formalities in Hong Kong
FSTB to consider legal framework providing for the recognition of tokenised security issuers and electronic records
and signatures, and ensuring that they have the same legal status as their paper counterparts.

Item 39

Register formalities in Hong Kong
FSTB to consider legal framework providing for the recognition of blockchain-based electronic registers in atechnologically agnostic manner.

Inland Revenue Department (IRD)
Cross-reference

Operational challenge and suggested solution

Item 19

Hong Kong stamp duty payment for off exchange trades and options market making
IRD to consider:

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Item 20•

allowing payment by direct debit and/or bank remittance as an additional payment method (to follow thecurrent practices of other government departments in Hong Kong). For most, if not all, Members, the existing
online payment methods (i.e. PPS, VISA, MasterCard, JCB or UnionPay) are not viable options;•

updating the SDO to allow the Collector to have the power to extend the stamping due date under special
circumstances. During the COVID-19 pandemic, whilst the Stamp Office has taken a practical approach toallow late payment of stamp duty and has not imposed penalty on such late payment, there is still a technicalconcern that the payment has been “late” in accordance with the law (although no financial consequences).
Members are concerned about the technical breach; and•updating the ETO to extend digital signature to cover stamp duty-related documents (e.g., contract notes,
stock borrowing and lending agreements, etc.) so that the dutiable documents can still be signed
electronically by signatories when firms are working remotely.

Physical submission of form for stock borrowing relief from stamp duty requirement
IRD to consider the following measures to reduce the administrative burden (especially in similar situation of
COVID-19 pandemic in the future) on preparing / filing Form SBUL 1 in addition to physical submission of Form
SBUL 1:

Item 21

Item 22•as the first step, the IRD to accept electronic filing of Form SBUL 1 with e-signature (by leveraging on thecurrent e-stamping system); and•the IRD to remove the requirement of filing Form SBUL 1 semi-annually where there are no failedtransactions during the relevant period.

Certified true copy of stock borrowing agreement•

To update the ETO to extend digital signature to cover stamp duty-related documents (e.g., stock borrowing
and lending agreements). Whilst the stock borrowing and lending agreements can be registered online, thefact that the agreement cannot be certified by “e-signature” does not help to relieve the practical challenges.

•

In addition to physical submission of stock borrowing agreement for registration, the IRD to consider thefollowing measures to reduce the administrative burden:1.

as the first step, the IRD to accept electronic registration of stock borrowing agreements with esignature;2.

the next step is to allow a simplified registration method by removing the requirement of submitting
the stock borrowing agreement. The registration can be done by filling a simple registration form; and3.

the final goal is to change the SDO to remove the registration requirement entirely, on the basis thatthe registration does not serve any substantive purposes of ensuring the exempted transactions are
genuine stock loan transactions (rather than disguised sale and purchase transactions) and theborrowed stocks are used for specified purposes. The registration requirement is simply an
administrative step which should not affect the qualification of the stock loan transactions for stamp
duty exemption.

Physical applications for certificate of resident status•

The IRD to allow application of COR through electronic application process instead of the current paper form
process.

•

As the IRD currently does not issue duplicated COR, in order to facilitate the applicants’ needs on duplicated
CORs for multiple treaty benefit applications with overseas tax authorities, the IRD to upload the COR (afterissuance) to the IRD website and allow the applicants to download the issued CORs from the IRD website.

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Item 23

Physical filing of profits tax return
IRD to consider allowing e-filing of profits tax return (with e-signature) and copy of signed audited accounts.

Hong Kong share registrars
Cross-reference

Operational challenge and suggested solution

Item 30

Physical submission of share transfer forms to share registrars in relation to shares listed on the SEHKFSTB to consider the feasibility of removing the exceptions under Schedule 1 to the ETO and share registrars toconsider accepting electronically signed share transfer forms.

Item 32

Physical submission of signed transfer deed and cheques to share registrars for the conversion of dual-listed
sharesShare registrars to consider accepting electronic submissions or an electronic copy of the original form.

B.

SINGAPORE

Accounting and Corporate Regulatory Authority (ACRA)
Cross-reference

Operational challenge and suggested solution

Item 9Practical challenges in relation to virtual meetings
If the company’s constitution does not allow for remote electronic voting, shareholders must vote by proxy only
and only the chairman of the meeting may be appointed as proxy. The Companies Act does not prescribe how the
instrument for appointing a proxy should be submitted to the company, which is left to be stipulated by thecompany in its constitution.
Shareholders should specify how they wish to vote (for/against/abstain) on the resolutions. Guidance from ACRA,
MAS and the SGT-ST, prepared in light of the COVID-19 (Temporary Measures) (Alternative Arrangements for
Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order
2020, clarifies that proxy forms may be submitted through electronic means (e.g., email). It is proposed that ACRA
accept that the publishing of the notice of general meeting in the Gazette and at least one English local daily
newspaper would satisfy the requirement to disseminate such notice. In addition, it is proposed that the relevantbodies generally work towards a long term solution to advocate for changing corporate governance norms topermit and provide for virtual meetings to take place. Such relevant bodies to approach may include the shareregistrar service providers on market and directors and corporate secretarial bodies, etc.
In addition, it is noted that ACRA had set up a CAWG in January 2018 to review several areas of the Companies
Act. The CAWG was chaired by a then-ACRA Board member and comprised eight members from local andinternational law firms, industry regulators and associations. The CAWG published a report on 15 May 2019 inwhich it proposed amendments to the Companies Act to give companies the flexibility to hold digital general
meetings and board meetings. The CAWG recommended that it may be necessary to amend certain specificprovisions in the Companies Act to address any ambiguity as to how shareholders’ rights may apply to digital
meetings, and that the Companies Act be amended to make it mandatory for all companies to accept proxy
instructions given by electronic means instead of leaving this to be stipulated in the company’s constitution.

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ACRA invited members of the public to provide feedback on CAWG’s proposed amendments to the Companies
Act from 20 July 2020 to 17 August 2020. ACRA is currently reviewing comments provided and will publish asummary of the comments received.
Item 36

Receipt of cheques from delisted companies
Registrars/issuers to consider making such payments electronically rather than by cheques. ACRA to consider
promoting electronic payments by registrars.

Monetary Authority of Singapore (MAS)
Cross-reference

Operational challenge and suggested solution

Item 16

Physical site visits
MAS to provide clear requirements or guidance on virtual due diligence that could be acceptable and how themarket can deal with the due diligence challenges that have been identified, such as guidance on the use of videoconferences and virtual site visits for due diligence purposes during times when restrictions are in place.

Item 17

Physical verification meetings
MAS to provide guidance on how to conduct verification meetings by teleconference in order to ensure that theboard remains informed and accountable for the contents of the prospectus, information memorandum, offering
information statement. MAS to consider adopting the UK position and having the directors and advisers sign off
on the verification note.

Item 18

Non-deal road shows and investor meetings
MAS to issue guidance on how to hold Investor Meetings virtually but with security protocols and standards thatare equivalent to the requirements that apply to physical/in-person Investor Meetings.

Item 41

Ambiguity on document formalities in Singapore
MAS to consider maintaining a database of different digital tokens and their legal characterization.

Item 42

Ambiguity on register formalities in Singapore
MAS to consider a legal framework providing for the recognition of blockchain-based electronic registers in atechnologically agnostic manner.

Singapore Exchange Limited (SGX)
Cross-reference

Operational challenge

Item 33

Physical submission of buy-in withdrawal approval form to CDP
SGX to consider dispensing with the requirement for the physical submission of Form BI-W signed in “wet-ink”.

Item 34

Sending of physical contract notes by a Trading Member to its customers
SGX to consider making it optional for a Trading Member to post physical contract notes to Singapore domesticclients in additional to the electronic trade confirmation.

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Inland Revenue Authority of Singapore (IRAS)
Cross-reference

Operational challenge and suggested solution

Item 24

No acknowledgement of receipt from filing notice of objection
IRAS to consider issuing an acknowledgement receipt similar to the one issued upon the electronic filing of tax
return.

Item 25

IRAS notices
IRAS to offer the option for CorpPass users to elect if they want to be notified via email.

Item 26

Tax declaration form for Dividend Reinvestment Plan
IRAS to allow e-submission of the tax declaration form to replace the paper-based submission.

Infocomm Media Development Authority (IMDA)
Cross-reference

Operational challenge and suggested solution

Item 40

Applicability of electronic transaction rules in Singapore
IMDA to clarify the position of the ETA in its consultation conclusions

Singapore share registrars
Cross-reference

Operational challenge and suggested solution

Item 35

Physical submission of signed transfer deed and cheques to share registrars for the conversion of dual-listed
sharesShare registrars should be engaged to permit electronic submission of transfer deeds that have been e-signed,
and to review alternative fee payment arrangements.

Item 36

Receipt of cheques from delisted companies
Share registrars/issuers to consider making such payments electronically rather than by cheques. ACRA to consider
promoting electronic payments by registrars.

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G.

GLOSSARY OF DEFINED TERMS

Defined term

Name

ACRA
AGM
AML/KYCAMLO

Singapore Accounting and Corporate Regulatory Authority
Annual general meeting
Anti-money laundering and know-your-client
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong
Kong)
Asia Securities and Financial Markets Association
Hong Kong Smart City Blueprint
Singapore Companies Act Working Group
Hong Kong Central Clearing and Settlement System
Customer due diligence
Singapore Central Depository Pte Limited
United Kingdom Corporate Insolvency and Governance Bill
Companies Act (Cap. 50 of the Laws of Singapore)Consultation paper on proposals to introduce a paperless listing and subscription regime, online displayof documents and reduction of the types of documents on display published by HKEX in July 2020
Certificate of resident status
The novel coronavirus
Central securities depository
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)
Electronic Transactions Act (Cap. 88 of the Laws of Singapore)
Electronic Transactions Ordinance (Cap. 553 of the Laws of Hong Kong)
United Kingdom Financial Conduct Authority
Hong Kong Financial Services and the Treasury Bureau
Hong Kong Companies Registry
Hong Kong Exchanges and Clearing Limited
Hong Kong Monetary Authority
Infocomm Media Development Authority of Singapore
Non-deal roadshows and other investor presentations with potential investors
Initial public offering
Inland Revenue Authority of Singapore
Hong Kong Inland Revenue Department
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
Monetary Authority of Singapore
Members of the Asia Securities and Financial Markets Association
Offering of a company’s securities
Hong Kong Office of the Government Chief Information Officer
United Kingdom Prudential Regulation Authority
Regulatory correspondence, including regulatory applications, notifications or submissions
The SFC’s circular dated 28 June 2019 entitled “Remote onboarding of overseas individual clients”
Exclusions to the Singapore Electronic Transactions Act
Stamp Duty Ordinance (Cap. 117 of the Laws of Hong Kong)
Stock Exchange of Hong Kong Limited
Securities and Futures Act (Cap. 289 of the Laws of Singapore)
Hong Kong Securities and Futures Commission
Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (For Licensed Corporations)issued by the SFC

ASIFMA
Blueprint
CAWG
CCASS
CDD
CDP
CIGB
Companies Act
Consultation Paper
COR
COVID-19
CSD
C(WUMP)O
ETA
ETO
FCA
FSTB
HKCR
HKEX
HKMA
IMDA
Investor Meetings
IPO
IRAS
IRD
Listing Rules
MAS
Members
Offering
OGCIO
PRA
Regulatory Submissions
Remote Onboarding Circular
Schedule 1 Exclusions
SDO
SEHK
SFA
SFC
SFC AML Guideline

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SFC Code of Conduct
SFO
SGX
SGX-ST
STET
SUP
Trading Member
UKJT
USRs

Code of Conduct for Persons Licensed by or Registered with the SFC
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)
Singapore Exchange Limited
Singapore Exchange Securities Trading Limited
Submission Through Electronic Transmission
FCA Supervision Manual
An entity that has been approved as a trading member of SGX in accordance with SGX-ST’s rules
United Kingdom Jurisdiction Taskforce
United Kingdom Uncertificated Securities Regulations 2001

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