- The Securities and Futures and Companies Legislation (Amendment) Ordinance 2021 amended various ordinances, such as the Securities and Futures Ordinance (Cap. 571, SFO), the Companies Ordinance (Cap. 622, CO), and the Stamp Duty Ordinance (Cap. 117, SDO), to provide a legal framework for implementing USM and enable the introduction of a new regulatory regime in respect of approved securities registrars.
[Note: Section 7 of this Amendment Ordinance sets out new sections 101AA to 101AAM of the SFO.] - The Stamp Duty Legislation (Miscellaneous Amendments) Ordinance 2024 introduced further amendments to the SDO to facilitate a more efficient stamping and collection process under USM.
| USM Rules |
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The Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS, USM Rules) constitute a new piece of subsidiary legislation, which aims to regulate operational, technical and procedural matters in the USM environment. |
| ASR Rules |
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The Securities and Futures (Approved Securities Registrars) Rules (Cap. 571AT, ASR Rules) constitute a new piece of subsidiary legislation, which aims to provide for matters relating to the approval and regulation of persons who provide securities registrar services. |
| Amendments to the SML Rules |
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The Securities and Futures (Stock Market Listing) (Amendment) Rules 2025 amends Part 4 of the rules so that the obligations of the issuer are updated to align with the regulatory framework for approved securities registrars under the USM regime. |
| Amendments to the OFC Rules |
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The Securities and Futures (Open-ended Fund Companies) (Amendment) Rules 2025 amends the rules so as to enable listed open-ended fund companies to participate in USM. |
| Amendments to Schedule 5 to the SFO |
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The Securities and Futures Ordinance (Amendment of Schedule 5) Notice 2025 amends Schedule 5 to the SFO so as to carve out from the definition of “dealing in securities” certain activities that will be regulated under the ASR Rules as “securities registrar services”. |
| Amendments to Schedule 8 to the SFO |
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The Securities and Futures Ordinance (Amendment of Schedule 8) Order 2025 amends Schedule 8 to the SFO so as to make certain SFC decisions under the ASR Rules “specified decisions” and hence subject to review by the Securities and Futures Appeals Tribunal. |
| ASR Code (latest draft) |
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The Code of Conduct for Approved Securities Registrars (ASR Code) aims to supplement the requirements under the ASR Rules, and expand on the standards and practices expected of approved securities registrars. It amends and builds on the SFC’s existing Code of Conduct for Share Registrars. The latest draft of the ASR Code is at Annex 4 of the Consultation conclusions on proposed subsidiary legislation, code and guidelines for implementing an uncertificated securities market in Hong Kong published in July 2024. |
| ePO Guidelines (finalised but not yet implemented) |
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The Guidelines for Electronic Public Offers (ePO Guidelines) aim to provide guidance to persons who offer services in relation to an electronic public offer (ePO), and take into account changes introduced as part of the USM regime. The ePO Guidelines amend the SFC’s existing Guidelines on Electronic Public Offerings. The latest draft of the ePO Guidelines is at Annex 4 of the Consultation paper on proposed code and guidelines for implementing an uncertificated securities market in Hong Kong published in October 2023. |
Last update: 15 Apr 2025